<PAGE>
Prudential Europe Growth Fund, Inc.
(Class Z Shares)
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PROSPECTUS DATED JULY 2, 1996
(AS SUPPLEMENTED ON SEPTEMBER 12, 1996)
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Prudential Europe Growth Fund, Inc. (the Fund) is an open-end, diversified
management investment company whose investment objective is long-term growth of
capital. The Fund seeks to achieve this objective by investing primarily in
equity securities (common stock, securities convertible into common stock and
preferred stock) of companies domiciled in Europe. 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 and in
non-convertible debt securities and may engage in various derivative
transactions such as options on stocks, stock indices, foreign currencies,
futures contracts on foreign currencies and foreign currency exchange contracts
and the purchase and sale of futures contracts on foreign currencies and groups
of currencies and on financial or stock indices to hedge its portfolio and to
attempt to enhance returns. 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 is not intended to constitute a complete investment program. Because of
its investment objective and policies, including its European orientation, the
Fund is subject to greater investment risks than certain other mutual funds. See
'How the Fund Invests -- Risk Factors and Special Considerations 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
2, 1996, as supplemented, (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 2, 1996, as supplemented, 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
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<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>
CLASS Z SHARES
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<S> <C>
ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets)
Management Fees............................. .75%
12b-1 Fees.................................. None
Other Expenses.............................. .53
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Total Fund Operating Expenses............... 1.28%
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</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
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<S> <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..................................... $ 23 $ 41
</TABLE>
The above example is based on expenses expected to have been incurred if
Class Z shares had been in existence during the entire fiscal year ended
April 30, 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' 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 throughout the entire fiscal year ended
April 30, 1996.
2
<PAGE>
THE FOLLOWING INFORMATION SUPPLEMENTS 'FINANCIAL HIGHLIGHTS' IN THE PROSPECTUS:
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FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
The following financial highlights have been audited by Deloitte & Touche
LLP, independent accountants, whose report thereon was unqualified. This
information should be read in conjunction with the financial statements and
notes thereto which appear in the Statement of Additional Information. The
following financial highlights contain selected data for a Class Z share of
common stock outstanding, total return, ratio to average net assets and other
supplemental data for the period indicated. The information is based on data
contained in the financial statements. Further performance information is
contained in the annual report which may be obtained without charge. See
'Shareholder Guide--Shareholder Reports to Shareholders.'
<TABLE>
<CAPTION>
CLASS Z
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APRIL 15, 1996(B)
THROUGH APRIL 30,
PER SHARE OPERATING PERFORMANCE(C): 1996
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<S> <C>
Net asset value, beginning of period................... $ 13.40
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INCOME FROM INVESTMENT OPERATIONS
Net investment gain (loss)............................. --
Net realized and unrealized gain on investment and
foreign currency transactions........................ .28
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Total from investment operations................ .28
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Net asset value, end of period......................... $ 13.68
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TOTAL RETURN (D):...................................... 2.09%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period.............................. $ 204
Average net assets..................................... $ 14
Ratios to average net assets:
Expenses, including distribution fees................ 1.28%(a)
Expenses, excluding distribution fees................ 1.28%(a)
Net investment income (loss)......................... .54%(a)
Portfolio turnover rate................................ 65%
Average commission rate per share...................... $0.0233
</TABLE>
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(a) Annualized.
(b) Commencement of investment operations.
(c) Based on average shares outstanding, by class.
(d) Total return is calculated assuming a purchase of shares on the first
day and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions. Total returns for
periods of less than a full year are not annualized.
3
<PAGE>
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 Incorporated (Prudential Securities) or its
affiliates which includes mutual funds as investment options and for which
the Fund is an available option; (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 and
(iv) the PSI Cash Balance Pension Plan, an employee defined plan sponsored
by Prudential Securities (PSI Pension Plan). 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 (except that 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) 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.
Similarly, participants in PSI's 401(k) Plan, an employee benefit plan
sponsored by Prudential Securities (the PSI 401(k) Plan), for
which the Fund's Class Z shares are an available option and 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. (See 'Shareholder Guide--How to Exchange
Your Shares--Special Exchange Privilege.'
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.
4
<PAGE>
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 the
Class A, Class B or Class C shares because 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 INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER 'FUND HIGHLIGHTS'
IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.
5
<PAGE>
No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained 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>
<S> <C>
PAGE
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FUND HIGHLIGHTS.............................. 2
Risk Factors and Special
Characteristics....................... 2
FUND EXPENSES................................ 4
FINANCIAL HIGHLIGHTS......................... 5
HOW THE FUND INVESTS......................... 6
Investment Objective and Policies....... 6
Risk Factors and Special Considerations
of Investing in Foreign Securities.... 8
Risk Factors Relating to Investing in
Foreign Debt Securities Rated Below
Investment Grade (Junk Bonds)......... 9
Hedging and Return Enhancement
Strategies............................ 10
Other Investments and Policies.......... 13
Investment Restrictions................. 14
HOW THE FUND IS MANAGED...................... 15
Manager................................. 15
Distributor............................. 15
Fee Waivers and Subsidy................. 17
Portfolio Transactions.................. 17
Custodian and Transfer and Dividend
Disbursing Agent...................... 18
HOW THE FUND VALUES ITS SHARES............... 18
HOW THE FUND CALCULATES PERFORMANCE.......... 18
TAXES, DIVIDENDS AND DISTRIBUTIONS........... 19
GENERAL INFORMATION.......................... 21
Description of Common Stock............. 21
Additional Information.................. 21
SHAREHOLDER GUIDE............................ 22
How to Buy Shares of the Fund........... 22
Alternative Purchase Plan............... 23
How to Sell Your Shares................. 26
Conversion Feature -- Class B Shares.... 29
How to Exchange Your Shares............. 30
Shareholder Services.................... 31
DESCRIPTION OF SECURITY RATINGS.............. A-1
THE PRUDENTIAL MUTUAL FUND FAMILY............ B-1
</TABLE>
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MF160Z 42MO25U
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CUSIP No.: Class Z: 74431N-40-0
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PRUDENTIAL
EUROPE
GROWTH
FUND, INC
(CLASS Z SHARES)
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PRUDENTIAL MUTUAL FUNDS
BUILDING YOUR FUTURE
ON OUR STRENGTH(Servicemark) [LOGO]
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PROSPECTUS
JULY 2, 1996
(AS SUPPLEMENTED
ON SEPTEMBER 12, 1996)
<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.
Supplement dated September 12, 1996 to
Prospectus dated July 2, 1996
THE FOLLOWING INFORMATION SUPPLEMENTS 'GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK' IN THE PROSPECTUS:
The Fund is authorized to offer 2 billion shares of common stock,
$.001 par value per share, divided into four classes of shares, designated
Class A, Class B, Class C and Class Z shares, each consisting of 500
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 charge
or 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.
MF160C-1
<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.
Supplement dated September 12, 1996 to
Statement of Additional Information dated July 2, 1996
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 charge or 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.'
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 (except that 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).
MF160C-2
