The Prospectus dated January 2, 1996, as supplemented, is incorporated herein
by reference in its entirety from Post-Effective Amendment No. 7 to Registrant's
Registration Statement (File Nos. 33-42391 and 811-6391) filed via EDGAR on
December 29, 1995.
<PAGE>
Prudential Pacific Growth Fund, Inc.
(Class Z Shares)
- --------------------------------------------------------------------------------
PROSPECTUS DATED JANUARY 2, 1996
(AS SUPPLEMENTED MARCH 1, 1996)
- --------------------------------------------------------------------------------
Prudential Pacific Growth Fund, Inc. (the Fund) is an open-end, diversified
management investment company whose objective is long-term growth of capital.
The Fund seeks to achieve this objective by investing primarily in common
stocks, common stock equivalents (such as convertible debt securities and
warrants) and other securities of companies doing business in or domiciled in
the Pacific Basin region. Under normal circumstances, the Fund intends to invest
at least 65% of its total assets in such securities. The Fund may invest in
equity securities of other companies and in non-convertible debt securities. The
Fund also may engage in various derivative transactions, such as those involving
options on stocks, stock indices, foreign currencies and futures contracts on
foreign currencies and groups of currencies and on financial or stock indices so
as to hedge its portfolio and to attempt to enhance return. See "How the Fund
Invests--Investment Objective and Policies." There can be no assurance that the
Fund's investment objective will be achieved. The Fund's address is One Seaport
Plaza, New York, New York l0292, and its telephone number is (800) 225-1852.
The Fund is not intended to constitute a complete investment program. Because of
its objective and policies, including its Pacific Basin orientation, the Fund is
subject to greater investment risks than certain other mutual funds. See "How
the Fund Invests--Risks and Special Considerations of Investing in Foreign
Securities" and "Portfolio Turnover" in the Retail Class Prospectus (defined
below).
- --------------------------------------------------------------------------------
Class Z shares are offered exclusively for sale to the PSI Cash Balance Pension
Plan and to participants in the PSI 401(k) Plan, each an employee benefit plan
sponsored by Prudential Securities Incorporated (the PSI Pension Plan and the
PSI 401(k) Plan, respectively, and collectively referred to herein as the
Plans). 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
January 2, 1996 (the Retail Class Prospectus) which is a part hereof.
- --------------------------------------------------------------------------------
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 January 2, 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.
- --------------------------------------------------------------------------------
Investors are advised to read this Prospectus and retain it for future
reference.
- --------------------------------------------------------------------------------
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.
<PAGE>
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
</TABLE>
<TABLE><CAPTION>
CLASS Z SHARES
--------------
<S> <C>
ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets):
Management Fees.......................................................... .75%
12b-1 Fees............................................................... None
Other Expenses........................................................... .46
-----
Total Fund Operating Expenses............................................ 1.21%
-----
-----
</TABLE>
<TABLE><CAPTION>
EXAMPLE 1 3 5 10
- -------
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period:
Class Z...................................................... $ 12 $38 $66 $147
</TABLE>
The above example is based on expenses expected to have been incurred if
Class Z shares had been in existence during the fiscal year ended October
31, 1995. 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" in the Retail
Class Prospectus. "Other Expenses" includes operating expenses of the Fund,
such as directors' and professional fees, registration fees, reports to
shareholders, transfer agency and custodian fees and franchise taxes.
- ------------------
* Estimated based on expenses expected to have been incurred if Class Z
shares had been in existence during the fiscal year ended October 31,
1995.
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED--DISTRIBUTOR"
IN THE RETAIL CLASS PROSPECTUS:
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 are 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:
As a qualified plan, each Plan generally pays no federal income tax.
Individual participants in either Plan should consult Plan documents and their
own tax advisers for information on the tax consequences associated with
participating in either Plan.
The per share dividends on Class Z shares will generally be higher than the
per share dividends on Class A, Class B or Class C shares because Class Z
shares are not subject to any distribution or service fee.
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "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 offered exclusively for sale to the PSI
Pension Plan and to participants in the PSI 401(k) Plan. Such shares may be
purchased or redeemed only by the Plans on behalf of their respective
individual Plan participants at NAV without any sales or redemption charge.
Class Z shares are not subject to any minimum investment requirements. The PSI
401(k) Plan purchases and redeems shares to implement the investment choices
of individual Plan participants with respect to contributions in the Plan. The
PSI Pension Plan purchases and redeems shares pursuant to the investment
choices of the PSI Pension Committee. All purchases through the Plans will be
for Class Z shares. Effective as of March 1, 1996, Class A shares held through
the PSI 401(k) Plan on behalf of participants will be automatically exchanged
at relative net asset value for Class Z shares. Individual PSI 401(k) Plan
participants should contact the Prudential Securities Benefits Department for
information on making or changing of investment choices. The Prudential
Securities Benefits Department is located at One Seaport Plaza, 33rd Floor,
New York, New York 10292 and may be reached by calling (212) 214-7194.
The average net asset value per share at which shares of the Fund are
purchased or redeemed by the PSI Pension Plan or the PSI 401(k) Plan for the
accounts of individual Plan participants, might be more or less than the net
asset value per share prevailing at the time that the PSI Pension Committee or
the PSI 401(k) Plan participants made their investment choices or that the PSI
401(k) Plan participants made their contributions to the PSI 401(k) Plan.
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 certain other Prudential Mutual Funds on the basis of relative net
asset value. PSI 401(k) Plan participants should contact the Prudential
Securities Benefits Department about how to exchange their Class Z shares. The
PSI Pension Plan may only exchange its Class Z shares for Class Z shares of
those Prudential Mutual Funds which permit investment by the PSI Pension Plan.
See "How to Buy Shares of the Fund" above. PSI 401(k) Plan participants who
wish to transfer their Class Z shares out of the PSI 401(k) Plan following
separation from service (i.e., voluntary or involuntary termination of
employment or retirement) will have their Class Z shares exchanged for Class A
shares at net asset value.
THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
3
<PAGE>
PRUDENTIAL PACIFIC GROWTH FUND, INC.
Supplement dated March 1, 1996 to
Prospectus dated January 2, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:
THE FUND WAS INCORPORATED IN MARYLAND ON AUGUST 14, 1991. THE FUND IS
AUTHORIZED TO ISSUE 2 BILLION SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE,
DIVIDED INTO FOUR CLASSES, DESIGNATED CLASS A, CLASS B, CLASS C AND CLASS Z
COMMON STOCK EACH CONSISTING OF 500 MILLION AUTHORIZED SHARES. Each class of
common stock 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 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 the PSI Cash Balance
Pension Plan and to participants in the PSI 401(k) Plan, each an employee
benefit plan sponsored by Prudential Securities. 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 shares.
MF 157C-1
