-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, a3j+jHk72OmlV8DWsS87Unv42ymPc/CJ4gfD+6qQUeCDGS0rsY5O5P6fcv6ToPXB Dik5GMX4RfE6Eky7vB1Tag== 0000318531-94-000005.txt : 19941129 0000318531-94-000005.hdr.sgml : 19941129 ACCESSION NUMBER: 0000318531-94-000005 CONFORMED SUBMISSION TYPE: NSAR-B/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941128 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL GROWTH OPPORTUNITY FUND CENTRAL INDEX KEY: 0000318531 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133040042 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NSAR-B/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-03084 FILM NUMBER: 94562198 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 2: ONE SEAPORT PLZ CITY: NEW YORK STATE: NY ZIP: 10292 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE GROWTH OPPORTUNITY FUND INC DATE OF NAME CHANGE: 19920601 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL BACHE NEW DECADE GROWTH FUND INC DATE OF NAME CHANGE: 19850714 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR NEW DECADE GROWTH FUND INC DATE OF NAME CHANGE: 19840205 NSAR-B/A 1 N-SAR (3.0.A) PAGE 1 000 B000000 09/30/94 000 C000000 0000318531 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0.a 000 J000000 A 001 A000000 PRUDENTIAL GROWTH OPPORTUNITY FUND 001 B000000 811-3084 001 C000000 2122141250 002 A000000 199 WATER STREET 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10292 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. 008 B000001 A 008 C000001 801-31104 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10292 008 A000002 THE PRUDENTIAL INVESTMENT CORPORATION 008 B000002 S 008 C000002 801-000000 008 D010002 NEWARK 008 D020002 NJ 008 D030002 07101 011 A000001 PRUDENTIAL SECURITIES INCORPORATED 011 B000001 8-27154 011 C010001 NEW YORK 011 C020001 NY 011 C030001 10292 011 A000005 PRUDENTIAL MUTUAL FUND DISTRIBUTORS,INC. 011 B000005 8-38739000 PAGE 2 011 C010005 NEW YORK 011 C020005 NY 011 C030005 10292 012 A000001 PRUDENTIAL MUTUAL FUND SERVICES, INC. 012 B000001 84-4110019 012 C010001 NEW BRUNSWICK 012 C020001 NJ 012 C030001 08906 013 A000001 PRICE WATERHOUSE LLP 013 B010001 NEW YORK 013 B020001 NY 013 B030001 10036 014 A000001 PRUDENTIAL SECURITIES INCORPORATED 014 B000001 8-27154 015 A000001 STATE STREET BANK AND TRUST COMPANY 015 B000001 C 015 C010001 NORTH QUINCY 015 C020001 MA 015 C030001 02171 015 E010001 X 018 000000 Y 019 A000000 Y 019 B000000 70 019 C000000 PRUDENTIAL 020 A000001 WEEDEN & CO. L.P. 020 B000001 13-3364318 020 C000001 97 020 A000002 BEAR, STEARNS & CO., INC. 020 B000002 13-3299429 020 C000002 72 020 A000003 BROWN (ALEX) & SONS, INC. 020 B000003 52-1319768 020 C000003 60 020 A000004 LEHMAN, INC. 020 B000004 13-2518466 020 C000004 56 020 A000005 CANTOR FITZGERALD & CO., INC. 020 B000005 13-3680184 020 C000005 52 020 A000006 JEFFERIES & CO. 020 B000006 95-2622900 020 C000006 45 020 A000007 DONALDSON, LUFKIN & JENRETTE SECURITIES INC. 020 B000007 13-2741729 020 C000007 44 020 A000008 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. 020 B000008 13-5674085 020 C000008 40 020 A000009 SMITH BARNEY, INC. 020 B000009 13-1912900 020 C000009 39 PAGE 3 020 A000010 SALOMON BROTHERS, INC. 020 B000010 13-3082694 020 C000010 35 021 000000 1211 022 A000001 GOLDMAN SACHS & CO. 022 B000001 13-5108880 022 C000001 1251827 022 D000001 17013 022 A000002 MORGAN (J.P.) SECURITIES, INC. 022 B000002 13-3224016 022 C000002 1215080 022 D000002 8871 022 A000003 BEAR, STEARNS & CO., INC. 022 B000003 13-3299429 022 C000003 897226 022 D000003 9590 022 A000004 KIDDER, PEABODY & CO., INC. 022 B000004 13-5650440 022 C000004 612797 022 D000004 8206 022 A000005 SMITH BARNEY, INC. 022 B000005 13-1912900 022 C000005 542715 022 D000005 181 022 A000006 MORGAN STANLEY & CO., INC. 022 B000006 13-2655998 022 C000006 465538 022 D000006 6691 022 A000007 FIRST BOSTON CORP. 022 B000007 13-5659485 022 C000007 418587 022 D000007 10131 022 A000008 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. 022 B000008 13-5674085 022 C000008 398993 022 D000008 16095 022 A000009 BANKERS TRUST CO. 022 B000009 13-4941247 022 C000009 316430 022 D000009 0 022 A000010 NOMURA SECURITIES INTERNATIONAL, INC. 022 B000010 13-2642206 022 C000010 217787 022 D000010 0 023 C000000 6667045 023 D000000 199607 024 000000 Y 025 A000001 GOLDMAN, SACHS & CO. 025 B000001 13-5108880 025 C000001 D 025 D000001 2559 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COTE' TITLE TREASURER EX-99 2 GROWTH OPPORTUNITY FUND NSAR ATTACH #77C (9/94) For period ending (a) September 30, 1994 File number (c) 811-3084 SUB-ITEM 77C Submission of Matters to a Vote of Security Holders A Special Meeting of Shareholders was called for June 23, 1994, adjourned and held on July 19, 1994. At such meeting the shareholders elected the entire slate of directors, ratified the selection of independent accountants and voted on the following proposals: (a) approval or disapproval of an amendment of the Fund's Articles of Incorporation to permit a conversion feature for Class B shares. Affirmative Negative votes cast votes cast 21,895,751 601,064 (b) approval or disapproval of an an amended and restated Class A Distribution and Service Plan. Affirmative Negative votes cast votes cast Class A 6,019,543 124,816 Class B 15,414,445 700,708 (c) approval or disapproval of an amended and restated Class B Distribution and Service Plan. Affirmative Negative votes cast votes cast Class B 15,506,510 699,429 (d) approval or disapproval of the elimination of the Fund's investment restriction regarding restricted and illiquid securities. Affirmative Negative votes cast votes cast 20,605,335 1,585,508 (e) approval or disapproval of an amendment of the Fund's investment restriction limiting the Fund's ability to purchase any security if the Fund would hold more than 10% of any class of securities of an issuer. Affirmative Negative votes cast votes cast 20,869,768 1,373,439 (f) approval or disapproval of the elimination of the Fund's investment restriction limiting the Fund's ability to invest in securities of any issuer in which officers and Directors of the Fund or officers and directors of its investment adviser own more than a specified interest. Affirmative Negative votes cast votes cast 20,224,169 1,981,959 (g) approval or disapproval of an amendment of the Fund's Articles of Incorporation to change the name of the Fund to "Prudential Growth Opportunity Fund, Inc." Affirmative Negative votes cast votes cast 22,082,264 398,360 gof-shv.ex EX-99 3 GROWTH OPPORTUNITY FUND NSAR ATTACH #77I (9/94) For period ending (a) September 30, 1994 File number (c) 811-3084 SUB-ITEM 77I New Securities Effective August 1, 1994, the Fund amended its Articles of Incorporation to add a conversion feature for Class B shares and to create a third class of shares, designated Class C shares. The conversion feature added to Class B shares will result in Class B shares automatically converting to Class A shares after a specified number of years. The new Class C shares represent an interest in the same assets of the Fund as the Class A and Class B shares and are identical to the currently existing Class A and Class B shares except that they (i) are subject to a Rule 12b-1 fee of up to 1% of the average daily net assets of the Class C shares and to a contingent deferred sales charge of up to 1% for redemptions made within one year of purchase, (ii) have exclusive voting rights with respect to its Distribution and Service Plan, (iii) have a different exchange privilege, and (iv) do not have a conversion feature. EX-99 4 GROWTH OPPORTUNITY FUND NSAR ATTACH #77O (9/94) For period ending (a) September 30, 1994 File Number (c) 811-3084 SUB-ITEM 77O Transactions Effected Pursuant to Rule 10f-3 1. Name of Issuer: GFC Financial (Common Stock) 2. Date of Purchase: 5/16/94 3. Face Amount Purchased: $696,159 4. Dollar Amount of Purchase: $696,159 5. Price Per Unit: $29.13 6. Name(s) of Underwriter(s) or Dealer(s) from whom Purchased: Merrill Lynch, Pierce, Fenner & Smith Inc. 7. Other Underwriters in Syndicate: Bear, Stearns & Co. Inc. Cowen & Company CS First Boston Corporation Dain Bosworth Incorporated Dean Witter Reynolds Inc. Edward D. Jones & Co. Goldman Sachs & Co. Interstate/Johnson Lane Corporation Janney Montgomery Scott Inc. J.C. Bradford & Co. Kemper Securities Inc. Legg Mason Wood Walker Incorporated Lehman Brothers, Inc. Morgan Stanley & Co. Incorporated PaineWebber Incorporated Piper Jaffray Incorporated Prudential Securities Incorporated Raymond James & Associates, Inc. Robert W. Baird & Co. Incorporated Salomon Brothers Inc. Sanford C. Bernstein & Co., Inc. Smith Barney Shearson Inc. The Robinson-Humphrey Company, Inc. Wheat, First Securities, Inc. For period ending (a) September 30, 1994 File Number (c) 811-3084 SUB-ITEM 77O Transactions Effected Pursuant to Rule 10f-3 1. Name of Issuer: Tower Automotive, Inc. (Common Stock) 2. Date of Purchase: 8/11/94 3. Face Amount Purchased: $977,500 4. Dollar Amount of Purchase: $977,500 5. Price Per Unit: $11.50 6. Name(s) of Underwriter(s) or Dealer(s) from whom Purchased: Kidder, Peabody & Co. Incorporated 7. Other Underwriters in Syndicate: A.G. Edwards & Sons, Inc. Arnhold and S. Bleichroeder, Inc. C.L. King & Associates Cleary Gull Reiland & McDevitt Inc. Dain Bosworth Incorporated Dean Witter Reynolds Inc. Dillon, Read & Co., Inc. Donaldson, Lufkin & Jenrette Securities Corporation Fahnestock & Co., Inc. First of Michigan Corporation Furman Selz Incorporated Gabelli & Co. John G. Kinnard & Company Inc. Kemper Securities Inc. Legg Mason Wood Walker Incorporated Lehman Brothers, Inc. Merrill Lynch, Pierce, Fenner & Smith Inc. McDonald & Company Securities, Inc. Oppenheimer & Co., Inc. PaineWebber Incorporated Piper Jaffray Incorporated Prudential Securities Incorporated Robert W. Baird & Co. Incorporated Roney & Co. Salomon Brothers Inc. Sanders Morris Mundy Inc. Scott & Stringfellow Investment Corp. Smith Barney Inc. Stifel, Nicolaus & Company Incorporated The Chicago Corporation The Ohio Company William Blair & Company For period ending (a) September 30, 1994 File Number (c) 811-3084 SUB-ITEM 77O Transactions Effected Pursuant to Rule 10f-3 1. Name of Issuer: Reliance Steel & Aluminum Co. (Common Stock) 2. Date of Purchase: 9/15/94 3. Face Amount Purchased: $530,700 4. Dollar Amount of Purchase: $530,700 5. Price Per Unit: $14.50 6. Name(s) of Underwriter(s) or Dealer(s) from whom Purchased: Donaldson Lufkin & Jenrette Securities Corporation 7. Other Underwriters in Syndicate: A.G. Edwards & Sons, Inc. Advest, Inc. Alex Brown & Sons Inc. Bear, Stearns & Co. Inc. Black & Company Inc. C.J. Lawrence / Deutsche Bank Securities Corp. C.L. King & Associates Crowell, Weedon & Co. CS First Boston Corporation Dean Witter Reynolds Inc. Dillon, Read & Co., Inc. Fahnestock & Co., Inc. First of Michigan Corporation First Southwest Co. Goldman Sachs & Co. Interstate/Johnson Lane Corporation Janney Montgomery Scott Inc. J.C. Bradford & Co. J.P. Morgan Securities, Inc. Johnston Lemon & Co. Inc. Kidder, Peabody & Co. Incorporated Ladenburg, Thalmann & Co. Inc. Laidlaw Equitites Inc. Lazard Freres & Co. Legg Mason Wood Walker Incorporated Lehman Brothers, Inc. Luther Smith & Small Inc. McDonald & Company Securities, Inc. Montgomery Securities Morgan Stanley & Co. Incorporated Oppenheimer & Co., Inc. PaineWebber Incorporated Parker/Hunter Incorporated Pennsylvania Merchant Group Ltd. Principal Financial Securities Inc. Prudential Securities Incorporated Ragen MacKenzie Incorporated Robert W. Baird & Co. Incorporated Roney & Co. Salomon Brothers Inc. Sands Brothers & Co. Ltd. Smith Barney Inc. The Chicago Corporation The Robinson-Humphrey Company, Inc. The Seidler Companies Incorporated Wedbush Morgan Securities Wertheim Schroder & Co. Incorporated Wheat, First Securities, Inc. EX-99 5 GROWTH OPPORTUNITY FUND NSAR ATTACH #77Q (9/94) Exhibit 77Q-1(a) ARTICLES OF AMENDMENT OF PRUDENTIAL-BACHE GROWTH OPPORTUNITY FUND, INC. PRUDENTIAL-BACHE GROWTH OPPORTUNITY FUND, INC., a Maryland corporation having its principal offices in Baltimore, Maryland and New York, New York (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Article I of the Corporation's Charter is hereby amended in its entirety to read as follows: The name of the corporation (hereinafter called the "Corporation") is Prudential Growth Opportunity Fund, Inc. SECOND: Article IV, Section 1 of the Corporation's Charter is hereby amended in its entirety to read as follows: ARTICLE IV Common Stock Section 1. The total number of shares of capital stock which the Corporation shall have authority to issue is 750,000,000 shares of the par value of $.01 per share and of the aggregate par value of $7,500,000 to be divided initially into three classes, consisting of 250,000,000 shares of Class A Common Stock, 250,000,000 shares of Class B Common Stock and 250,000,000 shares of Class C Common Stock. (a) Each share of Class A, Class B and Class C Common Stock of the Corporation shall represent the same interest in the Corporation and have identical voting, dividend, liquidation and other rights except that (i) Expenses related to the distribution of each class of shares shall be borne solely by such class; (ii) The bearing of such expenses solely by shares of each class shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends, distribution and liquidation rights of the shares of such class; (iii) The Class A Common Stock shall be subject to a front-end sales load and a Rule 12b-1 distribution fee as determined by the Board of Directors from time to time; (iv) The Class B Common Stock shall be subject to a contingent deferred sales charge and a Rule 12b-1 distribution fee as determined by the Board of Directors from time to time; and (v) The Class C Common Stock shall be subject to a contingent deferred sales charge and a Rule 12b-1 distribution fee as determined by the Board of Directors from time to time. All shares of each particular class shall represent an equal proportionate interest in that class, and each share of any particular class shall be equal to each other share of that class. (b) Each share of the Class B Common Stock of the Corporation shall be converted automatically, and without any action or choice on the part of the holder thereof, into shares (including fractions thereof) of the Class A Common Stock of the Corporation (computed in the manner hereinafter described), at the applicable net asset value per share of each Class, at the time of the calculation of the net asset value of such Class B Common Stock at such times, which may vary between shares originally issued for cash and shares purchased through the automatic reinvestment of dividends and distributions with respect to Class B Common Stock (each "Conversion Date"), determined by the Board of Directors in accordance with applicable laws, rules, regulations and interpretations of the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. and pursuant to such procedures as may be established from time to time by the Board of Directors and disclosed in the Corporation's then current prospectus for such Class A and Class B Common Stock. (c) The number of shares of the Class A Common Stock of the Corporation into which a share of the Class B Common Stock is converted pursuant to Paragraph (1)(b) hereof shall equal the number (including for this purpose fractions of a share) obtained by dividing the net asset value per share of the Class B Common Stock for purposes of sales and redemptions thereof at the time of the calculation of the net asset value on the Conversion Date by the net asset value per share of the Class A Common Stock for purposes of sales and redemptions thereof at the time of the calculation of the net asset value on the Conversion Date. (d) On the Conversion Date, the shares of the Class B Common Stock of the Corporation converted into shares of the Class A Common Stock will cease to accrue dividends and will no longer be outstanding and the rights of the holders thereof will cease (except the right to receive declared but unpaid dividends to the Conversion Date). (e) The Board of Directors shall have full power and authority to adopt such other terms and conditions concerning the conversion of shares of the Class B Common Stock to shares of the Class A Common Stock as they deem appropriate; provided such terms and conditions are not inconsistent with the terms contained in this Section 1 and subject to any restrictions or requirements under the Investment Company Act of 1940 and the rules, regulations and interpretations thereof promulgated or issued by the Securities and Exchange Commission or any conditions or limitations contained in an order issued by the Securities and Exchange Commission applicable to the Corporation, or any restrictions or requirements under the Internal Revenue Code of 1986, as amended, and the rules, regulations and interpretations promulgated or issued thereunder. THIRD: (a) As of immediately before the amendment the total number of shares of stock of all classes which the Corporation has authority to issue is 500,000,000 Shares, all of which are Common Stock (par value $ .01 per share). (b) As amended, the total number of shares of stock of all classes which the Corporation has authority to issue is 750,000,000 shares, all of which are Common Stock (par value $ .01 per share). (c) The aggregate par value of all shares having a par value is $5,000,000 before the amendment and $7,500,000 as amended. (d) A description, as amended, of the Class A Common Stock, Class B Common Stock and Class C Common Stock is as set forth above. FOURTH: The foregoing amendments to the Charter of the Corporation have been advised by the Board of Directors and approved by a majority of the shareholders of the Corporation. FIFTH: The foregoing amendments to the Charter of the Corporation shall become effective at 9:00 a.m. on August 1, 1994. IN WITNESS WHEREOF, PRUDENTIAL-BACHE GROWTH OPPORTUNITY FUND, INC. has caused these presents to be signed in its name and on its behalf by its President and attested by its Secretary on July 27, 1994. PRUDENTIAL-BACHE GROWTH OPPORTUNITY FUND, INC. By /s/ Lawrence C. McQuade Lawrence C. McQuade President Attest: /s/ S. Jane Rose S. Jane Rose Secretary The undersigned, President of PRUDENTIAL-BACHE GROWTH OPPORTUNITY FUND, INC., who executed on behalf of said corporation the foregoing amendments to the Charter of which this certificate is made a part, hereby acknowledges in the name and on behalf of said corporation, the foregoing amendments to the Charter to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. /s/ Lawrence C. McQuade Lawrence C. McQuade EX-99 6 GROWTH OPPORTUNITY FUND NSAR ATTACH #27 (9/94) [ARTICLE] 6 [CIK] 0000318531 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. [SERIES] [NUMBER] 001 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. (A) [PERIOD-TYPE] YEAR [FISCAL-YEAR-END] SEP-30-1994 [PERIOD-END] SEP-30-1994 [INVESTMENTS-AT-COST] 471,741,893 [INVESTMENTS-AT-VALUE] 510,802,922 [RECEIVABLES] 31,769,644 [ASSETS-OTHER] 8,490 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 542,581,056 [PAYABLE-FOR-SECURITIES] 11,334,171 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 2,397,712 [TOTAL-LIABILITIES] 13,731,883 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 454,876,160 [SHARES-COMMON-STOCK] 86,883,907 [SHARES-COMMON-PRIOR] 79,841,706 [ACCUMULATED-NII-CURRENT] 444,381 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 34,467,603 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 39,061,029 [NET-ASSETS] 528,849,173 [DIVIDEND-INCOME] 5,698,990 [INTEREST-INCOME] 934,384 [OTHER-INCOME] 0 [EXPENSES-NET] 9,675,103 [NET-INVESTMENT-INCOME] (3,041,729) [REALIZED-GAINS-CURRENT] 44,673,230 [APPREC-INCREASE-CURRENT] (38,737,408) [NET-CHANGE-FROM-OPS] 2,894,093 [EQUALIZATION] 70,234 [DISTRIBUTIONS-OF-INCOME] 0 [DISTRIBUTIONS-OF-GAINS] (30,003,582) [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 433,710,426 [NUMBER-OF-SHARES-REDEEMED] (377,490,019) [SHARES-REINVESTED] 28,758,329 [NET-CHANGE-IN-ASSETS] 57,939,481 [ACCUMULATED-NII-PRIOR] 374,147 [ACCUMULATED-GAINS-PRIOR] 24,151,102 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 3,484,730 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 9,675,103 [AVERAGE-NET-ASSETS] 103,078,000 [PER-SHARE-NAV-BEGIN] 13.06 [PER-SHARE-NII] 0.00 [PER-SHARE-GAIN-APPREC] 0.13 [PER-SHARE-DIVIDEND] 0.00 [PER-SHARE-DISTRIBUTIONS] (0.79) [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 12.40 [EXPENSE-RATIO] 1.33 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0.00
[ARTICLE] 6 [CIK] 0000318531 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. [SERIES] [NUMBER] 002 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. (B) [PERIOD-TYPE] YEAR [FISCAL-YEAR-END] SEP-30-1994 [PERIOD-END] SEP-30-1994 [INVESTMENTS-AT-COST] 471,741,893 [INVESTMENTS-AT-VALUE] 510,802,922 [RECEIVABLES] 31,769,644 [ASSETS-OTHER] 8,490 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 542,581,056 [PAYABLE-FOR-SECURITIES] 11,334,171 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 2,397,712 [TOTAL-LIABILITIES] 13,731,883 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 454,876,160 [SHARES-COMMON-STOCK] 86,883,907 [SHARES-COMMON-PRIOR] 79,841,706 [ACCUMULATED-NII-CURRENT] 444,381 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 34,467,603 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 39,061,029 [NET-ASSETS] 528,849,173 [DIVIDEND-INCOME] 5,698,990 [INTEREST-INCOME] 934,384 [OTHER-INCOME] 0 [EXPENSES-NET] 9,675,103 [NET-INVESTMENT-INCOME] (3,041,729) [REALIZED-GAINS-CURRENT] 44,673,230 [APPREC-INCREASE-CURRENT] (38,737,408) [NET-CHANGE-FROM-OPS] 2,894,093 [EQUALIZATION] 70,234 [DISTRIBUTIONS-OF-INCOME] 0 [DISTRIBUTIONS-OF-GAINS] (30,003,582) [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 433,710,426 [NUMBER-OF-SHARES-REDEEMED] (377,490,019) [SHARES-REINVESTED] 28,758,329 [NET-CHANGE-IN-ASSETS] 57,939,481 [ACCUMULATED-NII-PRIOR] 374,147 [ACCUMULATED-GAINS-PRIOR] 24,151,102 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 3,484,730 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 9,675,103 [AVERAGE-NET-ASSETS] 425,502,000 [PER-SHARE-NAV-BEGIN] 12.74 [PER-SHARE-NII] (0.09) [PER-SHARE-GAIN-APPREC] 0.13 [PER-SHARE-DIVIDEND] 0.00 [PER-SHARE-DISTRIBUTIONS] (0.79) [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 11.99 [EXPENSE-RATIO] 2.09 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0.00
[ARTICLE] 6 [CIK] 0000318531 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. [SERIES] [NUMBER] 003 [NAME] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. (C) [PERIOD-TYPE] 2-MOS [FISCAL-YEAR-END] SEP-30-1994 [PERIOD-END] SEP-30-1994 [INVESTMENTS-AT-COST] 471,741,893 [INVESTMENTS-AT-VALUE] 510,802,922 [RECEIVABLES] 31,769,644 [ASSETS-OTHER] 8,490 [OTHER-ITEMS-ASSETS] 0 [TOTAL-ASSETS] 542,581,056 [PAYABLE-FOR-SECURITIES] 11,334,171 [SENIOR-LONG-TERM-DEBT] 0 [OTHER-ITEMS-LIABILITIES] 2,397,712 [TOTAL-LIABILITIES] 13,731,883 [SENIOR-EQUITY] 0 [PAID-IN-CAPITAL-COMMON] 454,876,160 [SHARES-COMMON-STOCK] 86,883,907 [SHARES-COMMON-PRIOR] 79,841,706 [ACCUMULATED-NII-CURRENT] 444,381 [OVERDISTRIBUTION-NII] 0 [ACCUMULATED-NET-GAINS] 34,467,603 [OVERDISTRIBUTION-GAINS] 0 [ACCUM-APPREC-OR-DEPREC] 39,061,029 [NET-ASSETS] 528,849,173 [DIVIDEND-INCOME] 5,698,990 [INTEREST-INCOME] 934,384 [OTHER-INCOME] 0 [EXPENSES-NET] 9,675,103 [NET-INVESTMENT-INCOME] (3,041,729) [REALIZED-GAINS-CURRENT] 44,673,230 [APPREC-INCREASE-CURRENT] (38,737,408) [NET-CHANGE-FROM-OPS] 2,894,093 [EQUALIZATION] 70,234 [DISTRIBUTIONS-OF-INCOME] 0 [DISTRIBUTIONS-OF-GAINS] (30,003,582) [DISTRIBUTIONS-OTHER] 0 [NUMBER-OF-SHARES-SOLD] 433,710,426 [NUMBER-OF-SHARES-REDEEMED] (377,490,019) [SHARES-REINVESTED] 28,758,329 [NET-CHANGE-IN-ASSETS] 57,939,481 [ACCUMULATED-NII-PRIOR] 374,147 [ACCUMULATED-GAINS-PRIOR] 24,151,102 [OVERDISTRIB-NII-PRIOR] 0 [OVERDIST-NET-GAINS-PRIOR] 0 [GROSS-ADVISORY-FEES] 3,484,730 [INTEREST-EXPENSE] 0 [GROSS-EXPENSE] 9,675,103 [AVERAGE-NET-ASSETS] 269,000 [PER-SHARE-NAV-BEGIN] 11.61 [PER-SHARE-NII] (0.01) [PER-SHARE-GAIN-APPREC] 0.39 [PER-SHARE-DIVIDEND] 0.00 [PER-SHARE-DISTRIBUTIONS] 0.00 [RETURNS-OF-CAPITAL] 0.00 [PER-SHARE-NAV-END] 11.99 [EXPENSE-RATIO] 2.22 [AVG-DEBT-OUTSTANDING] 0 [AVG-DEBT-PER-SHARE] 0.00
EX-99 7 GROWTH OPPORTUNITY FUND NSAR INTERNAL LTR (9/94) November 15, 1994 To the Board of Directors of Prudential Growth Opportunity Fund, Inc. In planning and performing our audit of the financial statements of Prudential Growth Opportunity Fund, Inc. (the "Fund") for the year ended September 30, 1994, we considered its internal control structure, including procedures for safeguarding securities, in order to determine our auditing procedures for the purposes of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the internal control structure. The management of the Fund is responsible for establishing and maintaining an internal control structure. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of internal control structure policies and procedures. Two of the objectives of an internal control structure are to provide management with reasonable, but not absolute, assurance that assets are appropriately safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization and recorded properly to permit preparation of financial statements in conformity with generally accepted accounting principles. Because of inherent limitations in any internal control structure, errors or irregularities may occur and not be detected. Also, projection of any evaluation of the structure to future periods is subject to the risk that it may become inadequate because of changes in conditions or that the effectiveness of the design and operation may deteriorate. Our consideration of the internal control structure would not necessarily disclose all matters in the internal control structure that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of the specific internal control structure elements does not reduce to a relatively low level the risk that errors or irregularities in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the internal control structure, including procedures for safeguarding securities, that we consider to be material weaknesses as defined above as of September 30, 1994. This report is intended solely for the information and use of management and the Securities and Exchange Commission. PRICE WATERHOUSE LLP EX-99 8 GROWTH OPPORTUNITY FUND NSAR DUAL PRICING (9/94) Board of Directors or Trustees of: Prudential Adjustable Rate Securities Fund The BlackRock Government Income Trust Prudential California Municipal Fund Prudential Equity Fund Prudential Equity Income Fund Prudential FlexiFund (2 Portfolios) Prudential GNMA Fund Prudential Global Fund Prudential Global Genesis Fund Prudential Global Natural Resources Fund Prudential Government Plus Fund Prudential Growth Fund Prudential Growth Opportunity Prudential High Yield Fund Prudential IncomeVertible Fund Prudential Intermediate Global Income Fund Prudential Multi-Sector Fund Prudential Municipal Bond Fund (3 Portfolios) Prudential Municipal Series Fund (11 Portfolios) Prudential National Municipals Fund Prudential Pacific Growth Fund Prudential Short-Term Global Income Fund (2 Portfolios) Prudential Strategic Income Fund Prudential Structured Maturity Fund Prudential U.S. Government Fund Prudential Utility Fund Global Utility Fund, Inc. Nicholas-Appelgate Fund, Inc. We have examined the accompanying description of the Prudential Dual Pricing Worksheet (the "Worksheet") application of State Street Bank and Trust Company ("State Street"), custodian and recordkeeper for the Prudential Mutual Funds (the "Funds"). Our examination included procedures to obtain reasonable assurance about whether (1) the accompanying description presents fairly, in all material respects, the aspects of State Street's policies and procedures that may be relevant to a Fund's internal control structure relating to the Worksheet, (2) the control structure policies and procedures included in the description were suitably designed to achieve the control objectives specified in the description, if those policies and procedures were complied with satisfactorily, and (3) such policies and procedures had been placed in operation as of June 30, 1993. The control objectives were specified by Prudential Mutual Fund Management. Our examination was performed in accordance with standards established by the American Institute of Certified Public Accountants and included those procedures we considered necessary in the circumstances to obtain a reasonable basis for rendering our opinion. In our opinion, the accompanying description of the aforementioned application presents fairly, in all material respects, the relevant aspects of State Street's policies and procedures that had been placed in operation as of June 30, 1993. Also, in our opinion, the policies and procedures, as described, are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described policies and procedures were complied with satisfactorily. In addition to the procedures we considered necessary to render our opinion as expressed in the previous paragraph, we applied tests to specific policies and procedures, listed in Section I, to obtain evidence about their effectiveness in meeting the control objectives, described in Section I during the period from July 1, 1992 to June 30, 1993. The nature, timing, extent, and results of the tests are listed in Section II. In our opinion the policies and procedures that were tested, as described in Section II, were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in Section I were achieved during the period from July 1, 1992 to June 30, 1993. The relative effectiveness and significance of specific policies and procedures at State Street, and their effect on assessments of control risk on the Funds are dependent on their interaction with the policies, procedures, and other factors present at individual Funds. We have performed no procedures to evaluate the effectiveness of policies and procedures at individual Funds in connection with this report. The description of policies and procedures at State Street is as of June 30, 1993, and information about tests of the operating effectiveness of specified policies and procedures covers the period from July 1, 1992 to June 30, 1993. Any projection of such information to the future is subject to the risk that, because of change, the description may no longer portray the system in existence. The potential effectiveness of specified policies and procedures at State Street is subject to inherent limitations and, accordingly, errors or irregularities may occur and not be detected. Furthermore, the projection of any conclusions, based on our findings, to future periods is subject to the risk that changes may alter the validity of such conclusions. This report is intended solely for use by the management and Boards of Directors/Trustees of the Funds, the independent auditors of the Funds and the Securities and Exchange Commission. DELOITTE & TOUCHE August 13, 1993 SECTION I Policies and Procedures Placed in Operation Prudential Dual Pricing Worksheet Effective January 22, 1990, the Funds, offered by Prudential Securities Incorporated (formerly Prudential-Bache Securities, Inc.) and Prudential Mutual Fund Distributors, Inc., adopted a dual pricing system. The dual pricing system consists of two classes of shares (Class A and Class B) for the Funds. The Class A shares are subject to a front-end sales load and the Class B shares are subject to a contingent deferred sales charge. The two classes of shares represent interests in the same portfolio of investments of the respective Fund and are identical in all respects, except that each class is subject to different distribution expenses and has exclusive voting rights with respect to the Rule 12b-1 distribution plan pursuant to which such distribution expenses are paid. In order to allocate income and expenses between the two classes of shares, State Street Bank and Trust Company (the Funds' custodian and recordkeeper) utilizes the Prudential Dual Pricing Worksheet (the "Worksheet") (see Exhibit I). The Worksheet is a manual supplementary application that extracts relevant data from the Funds' primary accounting system, allocates income and expenses between the two classes of shares and computes the daily net asset value and, if applicable, the dividend/distribution for each class of shares. Internal accounting controls that are relevant to the Fund can be divided into two components - controls related to the mutual fund accounting system resident at State Street Bank and Trust Company (the "primary accounting system") and controls related to the Worksheet. The specific control objectives and policies and procedures relating to the Worksheet are described on pages 4 and 5. A description of the tests of the policies and procedures designed to obtain evidence about the operating effectiveness of those policies and procedures in achieving the specific control objectives is included in Section II. Control Objectives and Policies and Procedures Prudential Dual Pricing Worksheet The Worksheet is a supplementary manual application to the Funds' primary accounting system. Certain data is extracted from the primary accounting system to allocate income and expenses and to calculate the daily net asset value and, if applicable, dividends/distributions for each class of shares. The primary accounting system includes the details of transactions in accordance with the Investment Company Act of 1940, as amended. The following represents the internal accounting control objectives and policies and procedures for the allocation of income and expenses and the computation of the net asset value and, if applicable, the dividend/distribution for each class of shares utilizing the Worksheet. It does not cover the internal accounting control policies and procedures surrounding the processing of information into the Funds' primary accounting system. CONTROL OBJECTIVES CONTROL POLICIES AND PROCEDURES A. Capital share activity 1. Daily, the transfer agent forwards as reported by the Fund's reports of capital share capital share transfer agent is recorded activity for each class which includes for each class in an accurate a summary of subscriptions, and timely manner by the fund. redemptions, exchanges and other information (the "Supersheet"). The opening day's balance for shares outstanding and for shares eligible for dividends are recorded on the Worksheet. shares eligible for dividends are recorded on 2. Estimated interim share activity for the current day not recorded in the Supersheet is received via telefax from the transfer agent and is recorded for each class on the Worksheet. B. Net Asset Value ("NAV") 1. The prior days ending NAV per and, if applicable, the share (unrounded) for each class is dividend/distribution for agreed to the prior day's Worksheet. each class are accurately computed on a daily basis. 2. The daily net capital stock activity for each class for the current day is agreed to the Supersheet as described in Control Procedures A.1 and 2., above. 3. Percentage Assets by Class and Percentage Dividend Assets by Class are calculated for each class based upon information from the prior day Worksheet and information recorded on the Supersheet. CONTROL OBJECTIVES CONTROL POLICIES AND PROCEDURES 4. Allocate investment income between classes based on the appropriate asset allocation percentage for each class. 5. Agree composite dividend income, interest income, income amortization, income equalization, management fees, other expenses, realized gains and losses, and unrealized appreciation/depreciation to the primary accounting system of the Fund. 6. Allocate expenses between classes as follows: a. Expenses directly attributable to each class (12b-1 distribution expenses) are calculated and recorded to that class. b. Expenses attributable to both classes are allocated in accordance with the appropriate asset allocation percentage for each class. 7. Allocate realized and unrealized gains and losses between the classes in accordance with the appropriate asset allocation percentage of each class. 8. Record dividends/distributions to shareholders of each class in the primary accounting system. 9. Aggregate the net assets for each class and agree to the total net assets per the primary accounting system. 10. For each class, reconcile the current day's NAV and, if applicable, the dividend/distribution to the previous day's NAV and dividend/distribution for each class. 11. The above procedures are reviewed by the Fund supervisor or manager. SECTION II Tests of Operating Effectiveness Prudential Dual Pricing Worksheet July 1, 1992 to June 30, 1993 We reviewed the methodology and procedures for calculating the daily net asset value and, if applicable, the dividends/distributions of the two classes of shares and the allocation of income and expenses between the two classes of shares. The following are the detailed procedures which we performed with respect to the Worksheet. These procedures were performed for selected days encompassing all Funds subject to dual pricing during the year ended June 30, 1993, which we believe is a representative sample, to test compliance with the control policies and procedures as described in Section I. Prudential Mutual Fund Management, Inc. is the manager of the Funds and has represented to us that adequate facilities are in place to ensure implementation of the methodology and procedures for calculating the net asset value and dividends/distributions of the two classes of shares and the allocation of income and expenses between the two classes of shares. Based on our review of the description of the policies and procedures of the Worksheet, as described in Section I, and performance of tests of operating effectiveness as described in Section II, we concur with such representation. Agreed "Prior Day NAV Per Share" to the previous day's Worksheet and to the rounded NAV included on the Supersheet for each class. Agreed "Shares Outstanding Beginning of the Day" to the Supersheet for each class. Agreed "Activity/Estimate" to the estimated interim share activity reported via fax from the transfer agent for each class. Recalculated "Current Shares Outstanding" by adding "Shares Outstanding Beginning of the Day" and "Activity/Estimate" for each class. Recalculated for each class "Adjusted Total Assets" by multiplying "Prior Day NAV Per Share" by "Current Shares Outstanding." Recalculated "Percentage Assets-Class A/Front End" by dividing "Adjusted Total Assets-Class A/Front End" by "Adjusted Total Assets Composite." Recalculated "Percentage Assets-Class B/Back End" by dividing "Adjusted Total Assets-Class B/Back End" by "Adjusted Total Assets Composite." Agreed "Dividend Shares Beginning of Day" to the Supersheet for each class. Agreed "Activity/Estimate" to the estimated interim share activity reported via fax from the transfer agent for each class. Recalculated "Current Dividend Shares" by adding "Dividend Shares Beginning of Day" and "Activity/Estimate" for each class. Recalculated for each class "Adjusted Dividend Assets" by multiplying "Prior Day NAV Per Share" by "Current Dividend Shares." Recalculated "Percentage Dividend Assets-Class A/Front End" by dividing "Adjusted Dividend Assets-Class A/Front End" by "Adjusted Dividend Assets Composite." Recalculated "Percentage Dividend Assets-Class B/Back End" by dividing "Adjusted Dividend Assets-Class B/Back End" by "Adjusted Dividend Assets Composite." Agreed composite total "Dividend Income", "Interest Income", "Amortization" and "Income Equalization" to the primary accounting system. Recalculated the allocation for each class of "Dividend Income", "Interest Income" and "Amortization" for daily dividend funds by multiplying the composite total by "Percentage Dividend Assets-Class A/Front End" and "Percentage Dividend Assets-Class B/Back End," and for non-daily dividend funds by multiplying the composite total by "Percentage Assets-Class A/Front End" and "Percentage Assets-Class B/Back End." Recalculated "Daily Income", composite and for each class, by totaling "Dividend Income", "Interest Income", "Amortization" and "Income Equalization." Agreed composite total "Management Fee" and "Other Fixed Expenses" to the primary accounting system. Recalculated the allocation for each class of "Management Fee" and "Other Fixed Expenses" for daily dividend funds by multiplying the composite total by "Percentage Dividend Assets-Class A/Front End" and "Percentage Dividend Assets-Class B/Back End," and non-daily dividend funds by multiplying the composite total by "Percentage Assets-Class A/Front End" and "Percentage Assets-Class B/Back End." Agreed the "12b-1 Fee-Class A/Front End" and "12b-1 Fee-Class B/Back End" to the respective "PC Expense Worksheet." Recalculated "Daily Expense", composite and for each class, by totaling "Management Fee", "12b-1 Fee" and "Other Fixed Expenses." Recalculated "Daily Net Income" for each class by subtracting "Daily Expense" from "Daily Income." Recalculated "Dividend Rate" for each class for daily dividend funds by dividing "Daily Net Income" by "Dividend Shares Beginning of Day-Class A/Front End" and "Dividend Shares Beginning of Day-Class B/Back End." Agreed "Daily Income" and "Income Distribution" for each class to the primary accounting system. Recalculated "Undistributed Net Income" for each Class by subtracting "Income Distribution" from "Income Available for Distribution." Agreed "Capital Stock Activity" for each Class to the Supersheet. Agreed the "Capital Gain Distribution" to the amount recorded in the primary accounting system. Agreed composite total "Realized Gain/Loss", "Unrealized Appreciation/Depreciation", "Unrealized Appreciation/Depreciation - Options" and "Unrealized Appreciation/Depreciation - Futures" to the primary accounting system. Recalculated the allocation for each class of "Realized Gain/Loss", "Unrealized Appreciation/Depreciation", "Unrealized Appreciation/Depreciation - Options" and "Unrealized Appreciation/Depreciation - Futures" by multiplying the composite amount by the "Percentage Assets-Class A/Front End" and "Percentage Assets-Class B/Back End." Agreed "Prior Days Net Assets" to the previous day's Worksheet. Recalculated "Net Assets", composite and for each class, by totaling "Undistributed Net Income", "Capital Stock Activity", "Capital Gain Distribution", "Realized Gain/Loss", "Unrealized Appreciation/Depreciation", "Unrealized Appreciation/Depreciation - Options", "Unrealized Appreciation/Depreciation - Futures", and "Prior Days Net Assets." Recalculated "NAV Per Share" dividing the "Net Assets-Class A/Front End" and "Net Assets - Class B/Back End" by "Current Shares Outstanding - Class A/Front End" and 'Current Shares Outstanding - Class B/Back End", respectively. Recalculated "Offering Price" for Class A shares by applying the "Load" percentage as stated in the fund's prospectus. -----END PRIVACY-ENHANCED MESSAGE-----