<PAGE>
Prudential Jennison Growth Fund
(Class Z Shares)
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PROSPECTUS DATED APRIL 15, 1996
(AS SUPPLEMENTED ON SEPTEMBER 12, 1996)
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Prudential Jennison Growth Fund (the Fund) is a series of Prudential Jennison
Series Fund, Inc. (formerly Prudential Jennison Fund, Inc.) (the Company), a
diversified, open-end management investment company. The Fund's objective is
long-term growth of capital. The Fund seeks to achieve this objective by
investing primarily in equity securities (common stock, preferred stock and
securities convertible into common stock) of established companies with above-
average growth prospects. Current income, if any, is incidental. Under normal
market conditions, the Fund intends to invest at least 65% of its total assets
in equity securities of companies that exceed $1 billion in market
capitalization. The Fund may also invest in (i) equity securities of other
companies including foreign issuers, (ii) investment grade fixed-income
securities and (iii) obligations issued or guaranteed by the U.S. Government,
its agencies and instrumentalities, including mortgage-backed securities. The
Fund may engage in various derivative securities transactions, such as options
on stocks, stock indices and foreign currencies, foreign currency exchange
contracts and the purchase and sale of futures contracts on stock indices and
options thereon to hedge its portfolio and to attempt to enhance return. 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 objectives and policies and its emphasis on growth stocks, the Fund may
be considered subject to greater investment risks than are assumed by certain
other investment companies.
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Class Z shares are offered exclusively for sale to a limited group of invest-
ors. 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 October 27, 1995 (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 October 27, 1995 (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 AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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FUND EXPENSES
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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
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ANNUAL FUND OPERATING EXPENSES CLASS Z SHARES
(as a percentage of average net assets) --------------
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Management Fees................................................ .60%
12b-1 Fees..................................................... None
Other Expenses................................................. .52%
---
Total Fund Operating Expenses.................................. 1.12%
====
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<TABLE>
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EXAMPLE 1 YEAR 3 YEARS
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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.................................................. $11 $36
</TABLE>
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 types of 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" include estimated operating expenses of the
Fund, for the fiscal year ending September 30, 1996, such as Directors'
and professional fees, registration fees, reports to shareholders,
transfer agency and custodian (domestic and foreign) fees (but excludes
foreign withholding taxes).
2
<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; 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.
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.
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 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.
3
<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>
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PAGE
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<S> <C>
FUND HIGHLIGHTS........................................................... 2
Risk Factors and Special Characteristics................................. 2
FUND EXPENSES............................................................. 4
HOW THE FUND INVESTS...................................................... 5
Investment Objective and Policies........................................ 5
Other Investments and Policies........................................... 8
Risk Factors and Special Considerations of Investing in Foreign
Securities.............................................................. 9
Hedging and Return Enhancement Strategies................................ 10
Investment Restrictions.................................................. 13
HOW THE FUND IS MANAGED................................................... 13
Manager.................................................................. 13
Subadviser............................................................... 14
Distributor.............................................................. 14
Fee Waivers and Subsidy.................................................. 16
Portfolio Transactions................................................... 16
Custodian and Transfer and Dividend Disbursing Agent..................... 16
HOW THE FUND VALUES ITS SHARES............................................ 16
HOW THE FUND CALCULATES PERFORMANCE....................................... 17
TAXES, DIVIDENDS AND DISTRIBUTIONS........................................ 17
GENERAL INFORMATION....................................................... 19
Description of Common Stock.............................................. 19
Additional Information................................................... 20
SHAREHOLDER GUIDE......................................................... 20
How to Buy Shares of the Fund............................................ 20
Alternative Purchase Plan................................................ 21
How to Sell Your Shares.................................................. 24
Conversion Feature Class B Shares........................................ 26
How to Exchange Your Shares.............................................. 27
Shareholder Services..................................................... 29
APPENDIX A................................................................ A-1
APPENDIX B................................................................ B-1
THE PRUDENTIAL MUTUAL FUND FAMILY......................................... C-1
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</TABLE>
ME168Z
CUSIP No.: Class Z: 74437E-40-4
PRUDENTIAL
JENNISON
GROWTH
FUND
(CLASS Z SHARES)
----------------
PROSPECTUS
OCTOBER
27, 1995
(AS SUPPLEMENTED
ON SEPTEMBER
12, 1996)
Prudential Mutual Funds
BUILDING YOUR FUTURE [LOGO]
ON OUR STRENGTH/SM/
<PAGE>
PRUDENTIAL JENNISON GROWTH FUND
Supplement dated September 12, 1996 to
Prospectus dated October 27, 1995
THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:
Prudential Jennison Growth Fund (the Fund) is a series of Prudential
Jennison Series Fund, Inc. (formerly Prudential Jennison Fund, Inc.) (the
Company). The Company is authorized to offer 2.5 billion shares of common
stock, $.001 par value per share, divided into two series or portfolios, the
Fund and Prudential Growth & Income Fund. Each series is further divided into
four classes of shares, designated Class A, Class B, Class C and Class Z
shares. Of the authorized shares of common stock, 500 million shares consist
of Class A common stock, 250 million shares consist of Class B common stock,
250 million shares consist of Class C common stock and 250 million shares
consist of Class Z common stock of each series. Each class of shares in the
Fund 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.
THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO BUY SHARES OF
THE FUND" IN THE PROSPECTUS:
REDUCTION AND WAIVER OF INITIAL SALES CHARGES. Reduced sales charges are
available through Rights of Accumulation and Letters of Intent. Shares of the
Fund and shares of other Prudential Mutual Funds (excluding money market funds
other than those acquired pursuant to the exchange privilege) may be
aggregated to determine the applicable reduction. See "Purchase and Redemption
of Fund Shares--Reduction and Waiver of Initial Sales Charges--Class A Shares"
in the Statement of Additional Information.
BENEFIT PLANS. Class A shares may be purchased at NAV, without payment of an
initial sales charge, by pension, profit sharing or other employee benefit
plans qualified under Section 401 of the Internal Revenue Code and deferred
compensation and annuity plans under Sections 457 and 403(b)(7) of the
Internal Revenue Code (Benefit Plans), provided that the plan has existing
assets of at least $1 million invested in shares of Prudential Mutual Funds
(excluding money market funds other than those acquired pursuant to the
exchange privilege) or 250 eligible employees or participants. In the case of
Benefit Plans whose accounts are held directly with the Transfer Agent or
Prudential Securities and for which the Transfer Agent or Prudential
Securities does individual account record keeping (Direct Account Benefit
Plans) and Benefit Plans sponsored by PSI or its subsidiaries (PSI or
Subsidiary Prototype Benefit Plans). Class A shares may be purchased at NAV by
participants who are repaying loans made from such plans to the participant.
PRUARRAY AND SMARTPATH PLANS. Class A shares may be purchased at NAV by
certain savings, retirement and deferred compensation plans, qualified or non-
qualified under the Internal Revenue Code, including pension, profit-sharing,
stock-
1
<PAGE>
bonus or other employee benefit plans under Section 401 of the Internal Revenue
Code and deferred compensation and annuity plans under Sections 457 and
403(b)(7) of the Code that participate in Prudential's PruArray or SmartPath
Programs (benefit plan record keeping services) (hereafter referred to as a
PruArray or SmartPath Plan); provided that the plan has at least $1 million in
existing assets or 250 eligible employees or participants. The term "existing
assets" for this purpose includes stock issued by a PruArray or SmartPath Plan
sponsor and shares of non-money market Prudential Mutual Funds and shares of
certain unaffiliated non-money market mutual funds that participate in the
PruArray or SmartPath Program (Participating Funds). "Existing assets" also
include shares of money market funds acquired by exchange from a Participating
Fund.
SPECIAL RULES APPLICABLE TO RETIREMENT PLANS. After a Benefit Plan or PruArray
or SmartPath Plan qualifies to purchase Class A shares at NAV, all subsequent
purchases will be made at NAV.
OTHER WAIVERS. In addition, Class A shares may be purchased at NAV, through
Prudential Securities or the Transfer Agent, by the following persons: (a)
officers and current and former Directors/Trustees of the Prudential Mutual
Funds (including the Fund), (b) employees of Prudential Securities and PMF and
their subsidiaries and members of the families of such persons who maintain an
"employee related" account at Prudential Securities or the Transfer Agent, (c)
employees and special agents of Prudential and its subsidiaries and all persons
who have retired directly from active service with Prudential or one of its
subsidiaries, (d) registered representatives and employees of dealers who have
entered into a selected dealer agreement with Prudential Securities provided
that purchases at NAV are permitted by such person's employer and (e) investors
who have a business relationship with a financial adviser who joined Prudential
Securities from another investment firm, provided that (i) the purchase is made
within 180 days of the commencement of the financial advisers' employment at
Prudential Securities, or within on year in the case of Benefit Plans, (ii) the
purchase is made with proceeds of a redemption of shares of any open-end fund
sponsored by the financial advisers' previous employer (other than a money
market fund or other no-load fund which imposes a distribution or service fee
of .25 of 1% or less) and (iii) the financial adviser served as the client's
broker on the previous purchases.
You must notify the Fund's Transfer Agent either directly or through Prudential
Securities or Prusec that you are entitled to the reduction or waiver of the
sales charge. The reduction or waiver will be granted subject to confirmation
of your entitlement. No initial sales charges are imposed upon Class A shares
acquired upon the reinvestment of dividends and distribution. See "Purchase and
Redemption of Fund Shares--Reduction and Waiver of Initial Sales Charges--Class
A Shares" in the Statement of Additional Information.
MF168C-4
2
