<PAGE>
Prudential Global Genesis Fund, Inc.
(Class Z Shares)
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PROSPECTUS DATED SEPTEMBER 12, 1996
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Prudential Global Genesis Fund, Inc. (the Fund) is an open-end, diversified,
management investment company. Its investment objective is long-term growth of
capital. It seeks to achieve this objective by investing primarily in common
stocks, common stock equivalents and other equity securities of smaller
foreign and domestic companies. Smaller companies are those with market
capitalizations of less than $1 billion, measured at the time of initial
purchase. See "How the Fund Invests--Investment Objective and Policies--
Smaller Companies." Under normal circumstances, the Fund intends to invest at
least 65% of its total assets in such securities. The Fund may also invest in
equity securities of other companies, debt securities and derivatives,
including options on equity securities, stock indices, foreign currencies and
futures contracts on foreign currencies, and may purchase and sell futures
contracts on foreign currencies and groups of currencies and on stock indices
so as to hedge its portfolio. There can be no assurance that the Fund's
investment objective will be achieved. See "How the Fund Invests--Investment
Objective and Policies." The Fund's address is One Seaport Plaza, New York,
New York 10292, and its telephone number is (800) 225-1852.
The Fund's purchase and sale of put and call options may be considered
speculative and may result in higher risks and costs to the Fund. The Fund may
also buy and sell options on stock indices pursuant to limits described
herein. See "How the Fund Invests--Investment Objective and Policies."
The Fund is not intended to constitute a complete investment program. Because
of its objective and policies, including its international orientation and its
emphasis on smaller companies, the Fund may be considered of a speculative
nature and subject to greater investment risks than are assumed by certain
other investment companies that invest solely in securities of U.S. issuers or
that do not emphasize investments in smaller companies. See "How the Fund
Invests--Investment Objective and Policies--Special Considerations and Risks
of Investing in Foreign Securities."
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Class Z shares are offered exclusively for sale to a limited group of
investors. Only Class Z shares are offered through this Prospectus. The Fund
also offers Class A, Class B and Class C shares through the attached
Prospectus dated July 30, 1996 (the Retail Class Prospectus), which is a part
hereof.
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This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated July 30, 1996, which information is
incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund at the
address or telephone number noted above.
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Investors are advised to read this Prospectus and retain it for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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FUND EXPENSES
<TABLE>
<CAPTION>
CLASS Z SHARES
--------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage
of offering price)....................................... None
Maximum Sales Load or Deferred Sales Load Imposed on
Reinvested Dividends..................................... None
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, whichever is lower)....... None
Redemption Fees.......................................... None
Exchange Fee............................................. None
<CAPTION>
ANNUAL FUND OPERATING EXPENSES*
<S> <C>
(as a percentage of average net assets) CLASS Z SHARES
----------------
Management Fees (Before Waiver).......................... 1.00%
12b-1 Fees .............................................. None
Other Expenses........................................... .66%
----
Total Fund Operating Expenses (Before Waiver)............ 1.66%
====
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXAMPLE ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual re-
turn and (2) redemption at the end of each
time period:
Class Z..................................... $17 $52 $90 $197
</TABLE>
The above example is based on expenses expected to have been incurred if Class
Z shares had been in existence throughout the fiscal year ended May 31, 1996.
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.
The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in Class Z shares of the Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed." "Other Expenses" includes
operating expenses of the Fund, such as Directors' and professional fees,
registration fees, reports to shareholders, transfer agency and custodian
(domestic and foreign) fees and miscellaneous fees, but excludes foreign
withholding taxes.
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* Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended May 31,1996, without
taking into account the waiver of management fees. After the waiver of
management fees, management fees would be .87% and Total Fund Operating
Expenses would be 1.53% of the average net assets of the Class Z shares.
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
Prudential Securities Incorporated (Prudential Securities) serves as the
Distributor of Class Z shares and incurs the expenses of distributing the
Fund's Class Z shares under a Distribution Agreement with the Fund, none of
which is reimbursed by or paid for by the Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN THE
RETAIL CLASS PROSPECTUS:
The NAV of Class Z shares will generally be higher than the NAV of Class A,
Class B or Class C shares as a result of the fact that Class Z shares are not
subject to any distribution and/or service fee. It is expected, however, that
the NAV of the four classes will tend to converge immediately after the
recording of dividends, which will differ by approximately the amount of the
distribution-related expense accrual differential among the classes.
THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND DISTRIBUTIONS--
TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS:
The Fund has obtained opinions of counsel to the effect that neither (i) the
conversion of Class B shares into Class A shares nor (ii) the exchange of any
class of the Fund's shares for any other class of its shares constitutes a
taxable event for federal income tax purposes. However, such opinions are not
binding on the Internal Revenue Service.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO BUY SHARES
OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR SHARES" IN THE RETAIL
CLASS PROSPECTUS:
Class Z shares of the Fund are available for purchase by the following
categories of investors:
(i) pension, profit-sharing or other employee benefit plans qualified under
Section 401 of the Internal Revenue Code, deferred compensation and annuity
plans under Sections 457 and 403(b)(7) of the Internal Revenue Code, and non-
qualified plans for which the Fund is an available option (collectively,
Benefit Plans), provided such Benefit Plans (in combination with other plans
sponsored by the same employer or group of related employers) have at least
$50 million in defined contribution assets; (ii) participants in any fee-based
program sponsored by Prudential Securities or its affiliates which includes
mutual funds as investment options and for which the Fund is an available
option; and (iii) investors who are, or have executed a letter of intent to
become, shareholders of any series of The Prudential Institutional Fund
(Institutional Fund) on or before one or more series of Institutional Fund
reorganize or who on that date have investments in certain products for which
Institutional Fund provides exchangeability. After a Benefit Plan qualifies
to purchase Class Z shares, all subsequent purchases will be for Class Z
shares.
In connection with the sale of Class Z shares, the Manager, the Distributor
or one of their affiliates may pay dealers, financial advisers and other
persons which distribute shares a finders' fee based on a percentage of the
net asset value of shares sold by such persons.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:
Class Z shareholders of the Fund may exchange their Class Z shares for Class
Z shares of other Prudential Mutual Funds on the basis of relative net asset
value. Shareholders who qualify to purchase Class Z shares (other than
participants in any fee-based program) will have their Class B and Class C
shares which are not subject to contingent deferred sales charges and their
Class A shares exchanged for Class Z shares on a quarterly basis. Participants
in any fee-based program for which the Fund is an available option will have
their Class A shares, if any, exchanged for Class Z shares when they elect to
have those assets become a part of the fee-based program. Upon leaving the
program (whether voluntarily or not), such Class Z shares (and, to the extent
provided for in the program, Class Z shares acquired through participation in
the program) will be exchanged for Class A shares at net asset value. See
"Shareholder Guide--How to Exchange Your Shares--Special Exchange Privilege."
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
P
R
O
S
P
E
C
T
U
S
SEPTEMBER 12, 1996
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No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those con-
tained in this Prospectus, in connection with the offer contained herein, and,
if given or made, such other information or representations must not be relied
upon as having been authorized by the Fund or the Distributor. This Prospectus
does not constitute an offer by the Fund or by the Distributor to sell, or a
solicitation of any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FUND HIGHLIGHTS............................................................ 2
Risk Factors and Special Characteristics.................................. 2
FUND EXPENSES.............................................................. 4
FINANCIAL HIGHLIGHTS....................................................... 5
HOW THE FUND INVESTS....................................................... 8
Investment Objective and Policies......................................... 8
Hedging and Return Enhancement Strategies................................. 10
Other Investments and Policies............................................ 13
Investment Restrictions................................................... 14
HOW THE FUND IS MANAGED.................................................... 14
Manager................................................................... 14
Distributor............................................................... 15
Portfolio Transactions.................................................... 17
Custodian and Transfer and Dividend Disbursing Agent...................... 17
HOW THE FUND VALUES ITS SHARES............................................. 17
HOW THE FUND CALCULATES PERFORMANCE........................................ 18
TAXES, DIVIDENDS AND DISTRIBUTIONS......................................... 18
GENERAL INFORMATION........................................................ 20
Description of Common Stock............................................... 20
Additional Information.................................................... 21
SHAREHOLDER GUIDE.......................................................... 21
How to Buy Shares of the Fund............................................. 21
Alternative Purchase Plan................................................. 22
How to Sell Your Shares................................................... 25
Conversion Feature--Class B Shares........................................ 28
How to Exchange Your Shares............................................... 29
Shareholder Services...................................................... 30
THE PRUDENTIAL MUTUAL FUND FAMILY.......................................... A-1
</TABLE>
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MF 136Z 4441545
CUSIP No.: Class Z: 744333402
Prudential Global Genesis
Fund, Inc.
(Class Z Shares)
-------------------
PRUDENTIAL MUTUAL FUNDS [LOGO]
Building Your Future
On Our Strength(SM)
<PAGE>
PRUDENTIAL GLOBAL GENESIS FUND, INC.
Supplement dated September 12, 1996 to
Prospectus dated July 30, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:
The Fund is authorized to issue 500 million shares of common stock, $.01 par
value per share, divided into four classes of shares, designated Class A,
Class B, Class C and Class Z shares, each consisting of 125 million authorized
shares. Each class represents an interest in the same assets of the Fund and
is identical in all respects except that (i) each class is subject to
different sales charges and distribution and/or service fees (except for Class
Z shares which are not subject to any sales charges and distribution and/or
service fees), which may affect performance, (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to
its arrangement and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv)
only Class B shares have a conversion feature and (v) Class Z shares are
offered exclusively for sale to a limited group of investors. For more
information about Class Z shares, contact your Prudential Securities financial
adviser or Prusec representative or telephone the Fund at (800) 225-1852.
Participants in programs sponsored by Prudential Retirement Services should
contact their client representative for more information about Class Z shares.
Since Class B and Class C shares generally bear higher distribution expenses
than Class A shares, the liquidation proceeds to shareholders of those classes
are likely to be lower than to Class A shareholders and to Class Z
shareholders, whose shares are not subject to any distribution and/or service
fee. In accordance with the Fund's Articles of Incorporation, the Board of
Directors may authorize the creation of additional series and classes within
such series, with such preferences, privileges, limitations and voting and
dividend rights as the Board of Directors may determine. Currently, the Fund
is offering four classes designated Class A, Class B, Class C and Class Z.
MF136C-1 (9/12/96)
<PAGE>
PRUDENTIAL GLOBAL GENESIS FUND, INC.
Supplement dated September 12, 1996 to
Statement of Additional Information dated
July 30, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "DIRECTORS AND OFFICERS" IN THE
STATEMENT OF ADDITIONAL INFORMATION:
As of September 12, 1996, Prudential Mutual Fund Management, Inc., located
at One Seaport Plaza, New York, NY 10292, owned all of the Fund's outstanding
Class Z shares and therefore controlled the Fund's Class Z shares.
THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:
Prudential Securities Incorporated serves as the Distributor of Class Z
shares and incurs the expenses of distributing the Fund's Class Z shares under
a Distribution Agreement with the Fund, none of which are reimbursed by or
paid for by the Fund.
THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND
SHARES" IN THE STATEMENT OF ADDITIONAL INFORMATION:
Shares of the Fund may be purchased at a price equal to the next determined
net asset value per share plus a sales charge which, at the election of the
investor, may be imposed either (i) at the time of purchase (Class A shares)
or (ii) on a deferred basis (Class B or Class C shares). Class Z shares of the
Fund are offered to a limited group of investors at net asset value without
any sales charges. See "Shareholder Guide--How to Buy Shares of the Fund" in
the Prospectus.
Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service fees (except for Class Z shares
which are not subject to any sales charges and distribution and/or service
fees), which may affect performance, (ii) each class has exclusive voting
rights on any matter submitted to shareholders that relates solely to its
arrangement and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv)
only Class B shares have a conversion feature and (v) Class Z shares are
offered exclusively for sale to a limited group of investors. See
"Distributor" and "Shareholder Investment Account--Exchange Privilege."
SPECIMEN PRICE MAKE-UP
Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 5% and
Class B*, Class C* and Class Z** shares are sold at net asset value. Using the
Fund's net asset value at May 31, 1996, the maximum offering price of the
Fund's shares is as follows:
<TABLE>
<CAPTION>
CLASS A
<S> <C>
Net asset value and redemption price per Class A share.................. $21.74
Maximum sales charge (5% of offering price)............................. 1.14
------
Offering price to public................................................ $22.88
======
CLASS B
Net asset value, offering price and redemption price per Class B share*. $20.87
======
CLASS C
Net asset value, offering price and redemption price per Class C share*. $20.87
======
CLASS Z
Net asset value, offering price and redemption price per Class Z
share**................................................................ $21.74
======
</TABLE>
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* Class B and Class C shares are subject to a contingent deferred sales
charge on certain redemptions. See "Shareholder Guide--How to Sell Your
Shares--Contingent Deferred Sales Charges" in the Prospectus.
**Class Z shares did not exist at May 31, 1996.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT ACCOUNT--
EXCHANGE PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:
CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.
MF136C-2(9/12/96)
