-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbDD/nxctyG0ei1VnRS+ymAT1AvdvTheb/zFb5ZvBSDAlbHbFJMts9GmHejUNKFa xZW48qg5BFE7dZGvJ/aS6Q== 0000912057-95-011428.txt : 19951222 0000912057-95-011428.hdr.sgml : 19951222 ACCESSION NUMBER: 0000912057-95-011428 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951221 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL GROWTH OPPORTUNITY FUND INC CENTRAL INDEX KEY: 0000318531 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133040042 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-68723 FILM NUMBER: 95603449 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03084 FILM NUMBER: 95603450 BUSINESS ADDRESS: STREET 1: 199 WATER ST CITY: NEW YORK STATE: NY ZIP: 10292 BUSINESS PHONE: 2122141250 MAIL ADDRESS: STREET 1: ONE SEAPORT PLZ 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 485APOS 1 485APOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995 REGISTRATION NO. 2-68723 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/ PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 23 /X/ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 24 /X/ (Check appropriate box or boxes) ------------------------ PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. (Exact name of registrant as specified in charter) ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292 (Address of Principal Executive Offices)(Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250 S. JANE ROSE, ESQ. ONE SEAPORT PLAZA NEW YORK, NEW YORK 10292 (Name and Address of Agent for Service of Process) Approximate date of proposed public offering: As soon as practicable after the effective date of the Registration Statement. It is proposed that this filing will become effective (check appropriate box): / / immediately upon filing pursuant to paragraph (b) / / on (date) pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) /X/ on March 4, 1996 pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / on (date) pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: /X/ this post-effective amendment designates a new effective date for a previously filed post-effective amendment (Post-Effective Amendment No. 21). Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has previously registered an indefinite number of shares of its Common Stock, par value $.01 per share. The Registrant filed a notice under such Rule for its fiscal year ended September 30, 1995 on November 15, 1995. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CROSS REFERENCE SHEET (AS REQUIRED BY RULE 495)
N-1A ITEM NO. LOCATION - ----------------------------------------------- ---------------------------------- PART A Item 1. Cover Page........................ Cover Page Item 2. Synopsis.......................... Fund Expenses Item 3. Condensed Financial Information... Fund Expenses; Financial Highlights; How the Fund Calculates Performance Item 4. General Description of Cover Page; Fund Highlights; How Registrant........................ the Fund Invests; General Information Item 5. Management of the Fund............ Financial Highlights; How the Fund is Managed Item 6. Capital Stock and Other Taxes, Dividends and Securities........................ Distributions; General Information Item 7. Purchase of Securities Being Shareholder Guide; How the Fund Offered........................... Values its Shares Item 8. Redemption or Repurchase.......... Shareholder Guide; How the Fund Values its Shares; General Information Item 9. Pending Legal Proceedings......... Not Applicable PART B Item 10. Cover Page........................ Cover Page Item 11. Table of Contents................. Table of Contents Item 12. General Information and History... General Information Item 13. Investment Objectives and Investment Objective and Policies; Policies.......................... Investment Restrictions Item 14. Management of the Fund............ Directors and Officers; Manager; Distributor Item 15. Control Persons and Principal Not Applicable Holders of Securities............. Item 16. Investment Advisory and Other Manager; Distributor; Custodian, Services.......................... Transfer and Dividend Disbursing Agent and Independent Accountants Item 17. Brokerage Allocation and Other Portfolio Transactions and Practices......................... Brokerage Item 18. Capital Stock and Other Not Applicable Securities........................ Item 19. Purchase, Redemption and Pricing Purchase and Redemption of Fund of Securities Being Offered....... Shares; Shareholder Investment Account; Net Asset Value Item 20. Tax Status........................ Taxes Item 21. Underwriters...................... Distributor Item 22. Calculation of Performance Data... Performance Information Item 23. Financial Statements.............. Financial Statements PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Post-Effective Amendment to the Registration Statement.
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. (CLASS Z SHARES) - ---------------------------------------------------------------- PROSPECTUS DATED MARCH 4, 1996 - ---------------------------------------------------------------- Prudential Growth Opportunity Fund, Inc. (the Fund) is an open-end, diversified management investment company whose objective is capital growth. The Fund intends to invest principally in a carefully selected portfolio of common stocks--generally small company stocks having prospects of a high return on equity, increasing earnings, increasing dividends (or an expectation of dividends) and price-earnings ratios which are not excessive. The Fund's purchase and sale of put and call options and related short-term trading may result in a high portfolio turnover rate. These activities may be considered speculative and may result in higher risks and costs to the Fund. The Fund may also buy and sell stock index futures and may buy and sell options on stock indices in accordance with limits described herein. 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. Class Z shares are offered exclusively for sale to participants in the PSI 401(k) Plan, an employee benefit plan sponsored by Prudential Securities Incorporated (the PSI 401(k) Plan or the Plan). 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 November 29, 1995 (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 November 29, 1995, 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. FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES CLASS Z SHARES --------------- 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 ANNUAL FUND OPERATING EXPENSES CLASS Z SHARES* --------------- (as a percentage of average net assets) Management Fees............................................................................ .70% 12b-1 Fees................................................................................. None Other Expenses............................................................................. .38% Total Fund Operating Expenses.............................................................. 1.08%
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------- ------- -------- -------- 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 $ 35 $ 60 $ 133 [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 September 30, 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." "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 September 30,1995.]
2 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 is reimbursed by or paid for by the Fund. THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN THE RETAIL CLASS PROSPECTUS: The NAV of Class Z shares will generally be higher than the NAV of Class A, Class B or Class C shares as a result of the fact that Class Z shares are not subject to any distribution and/or service fee. It is expected, however, that the NAV of the four classes will tend to converge immediately after the recording of dividends, which will differ by approximately the amount of the distribution-related expense accrual differential among the classes. THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND DISTRIBUTIONS--TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS: As a qualified plan, the PSI 401(k) Plan generally pays no federal income tax. Individual participants in the Plan should consult Plan documents and their own tax advisers for information on the tax consequences associated with participating in the PSI 401(k) 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 as a result of the fact that 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 participants in the PSI 401(k) Plan. Such shares may be purchased or redeemed only by the Plan on behalf of individual plan participants at NAV without any sales or redemption charge. Class Z shares are not subject to any minimum investment requirements. The Plan purchases and redeems shares to implement the investment choices of individual plan participants with respect to contributions in the Plan. All purchases by the Plan will be for Class Z shares. Individual Plan participants should contact the Prudential Securities Benefits Department for information on making or changing 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 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 such participants made their investment choices or made their contributions to the Plan. THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS: Effective as of the date of this Prospectus, Class A shares held through the PSI 401(k) Plan on behalf of participants will be automatically exchanged for Class Z shares. You should contact the Prudential Securities Benefits Department about how to exchange your Class Z shares for Class Z shares of other Prudential Mutual Funds. See "How to Buy Shares of the Fund" above. THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE. 3 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. SUPPLEMENT DATED MARCH 4, 1996 TO PROSPECTUS DATED NOVEMBER 29, 1995 THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF COMMON STOCK" IN THE PROSPECTUS: The Fund is authorized to offer 1 billion shares of common stock, $.01 par value per share, divided into four classes of shares, designated Class A, Class B, Class C and Class Z shares, each consisting of 250 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, 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 participants in the PSI 401(k) Plan, 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 Directors may determine. Currently, the Fund is offering four classes, designated Class A, Class B, Class C and Class Z shares. [THE FOLLOWING INFORMATION FOR THE CLASS Z SHARES SUPPLEMENTS "HOW THE FUND CALCULATES PERFORMANCE" IN THE PROSPECTUS: The Fund will include performance data for each class of shares offered through the Prospectus in any advertisement or information including performance data of the Fund.] PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. Supplement dated March 4, 1996 to Statement of Additional Information dated November 29, 1995 THE FOLLOWING INFORMATION SUPPLEMENTS "DIRECTORS AND OFFICERS" IN THE STATEMENT OF ADDITIONAL INFORMATION: As of December 1, 1995, the Directors and officers of the Fund, as a group, owned less than 1% of the outstanding common stock of the Fund. As of December 1, 1995, the only beneficial owner, directly or indirectly, of more than 5% of the outstanding shares of any class of beneficial interest was: Robert I. Orestein, P.O. Box 2009, Peck Slip Station, New York, NY, who held 11,098 Class C shares (7.5%). As of December 1, 1995, Prudential Securities was the record holder for other beneficial owners of 7,354,833 Class A shares (or 41% of the outstanding Class A shares), 19,539,679 Class B shares (or 70% of the outstanding Class B shares) and 98,795 Class C shares (or 67% of the outstanding Class C shares) of the Fund. In the event of any meetings of shareholders, Prudential Securities will forward, or cause the forwarding of, proxy materials to the beneficial owners for which it is the record holder. THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF ADDITIONAL INFORMATION: 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 "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 not subject to any sales or redemption charge and are offered exclusively for sale to participants in the Prudential Securities 401(k) Plan, an employee benefit plan sponsored by Prudential Securities (the PSI 401(k) Plan). 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 expenses, 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 participants in the PSI 401(k) Plan. See "Distributor." Each class also has separate exchange privileges. See "Shareholder Investment Account--Exchange Privilege." SPECIMEN PRICE MAKE-UP SHEET Under the current distribution arrangements between the Fund and the Distributor, Class Z* shares are sold at net asset value. Using the Fund's net asset value at September 30, 1995, the maximum offering price of Class Z shares is as follows: CLASS Z Net asset value, offering price and redemption price per Class Z share*.................. $ 13.56 --------- ---------
- ------------------------ * Class Z shares did not exist prior to March 4, 1996. 1 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 the funds listed below which participate in the PSI 401(k) Plan. No fee or sales load will be imposed upon the exchange. Prudential Allocation Fund (Balanced Portfolio) Prudential Equity Income Fund Prudential Equity Fund, Inc. Prudential Global Fund, Inc. Prudential Government Income Fund, Inc. Prudential Government Securities Trust (Money Market Series) Prudential High Yield Fund, Inc. Prudential MoneyMart Assets, Inc. Prudential Multi-Sector Fund, Inc. Prudential Pacific Growth Fund, Inc. Prudential Utility Fund, Inc. 2 The Prospectus and Statement of Additional Information dated November 29, 1995 are incorporated herein by reference in their entirety from Post-Effective Amendment No. 22 to Registrant's Registration Statement (File 2-68723) filed via EDGAR on November 28, 1995. PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS: (1) The Financial Statements in Parts A and B, as applicable, to this Post-Effective Amendment to the Registration Statement on Form N-1A (File No. 2-68723). Financial Highlights for the ten year period ended September 30, 1995 (Part A). Portfolio of Investments at September 30, 1995 (Part B). Statement of Assets and Liabilities at September 30, 1995 (Part B). Statement of Operations for the year ended September 30, 1995 (Part B). Statement of Changes in Net Assets for the years ended September 30, 1994 and 1995 (Part B). Notes to Financial Statements (Part B). Financial Highlights for each of the five years ended September 30, 1995 (Part B). Report of Independent Accountants (Part B). (B) EXHIBITS: 1. (a) Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 1(e) to Post-Effective Amendment No. 17 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1993 (File No. 2-68723). (b) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). 2. Amended and Restated By-Laws. Incorporated by reference to Exhibit 2(d) to Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 4. Instruments defining rights of holders of the securities being offered. Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment No. 17 to the Registration Statement filed on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 5. (a) Management Agreement between the Registrant and Prudential Mutual Fund Management Inc. Incorporated by reference to Exhibit No. 5(a) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-68723). (b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The Prudential Investment Corporation, incorporated by reference to Exhibit No. 5(b) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-68723). 6. (a) Distribution Agreement for Class A shares. Incorporated by reference to Exhibit 6(a) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (b) Distribution Agreement for Class B shares. Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (c) Distribution Agreement for Class C shares. Incorporated by reference to Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (d) Form of Distribution Agreement for Class Z shares. Incorporated by reference to Exhibit 6(d) to Post-Effective Amendment No. 21 to the Registration Statement filed on Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723). 8. Custodian Agreement between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit No. 8(b) to Post-Effective Amendment 14 to the Registration Statement on Form N-1A (File No. 2-68723). C-1 9. Transfer Agency Agreement between the Registrant and Prudential Mutual Fund Services, Inc., dated January 1, 1988. Incorporated by reference to Exhibit No. 9 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A (File No. 2-68723). 10. Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit No. 10 to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-68723). 11. Consent of Independent Accountants.* 13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-68723). 15. (a) Distribution and Service Plan for Class A shares. Incorporated by reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (b) Distribution and Service Plan for Class B shares. Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (c) Distribution and Service Plan for Class C shares. Incorporated by reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). 16. (a) Schedule of Computation of Performance Quotations. Incorporated by reference to Exhibit No. 16 to Post-Effective Amendment No. 13 to Registration Statement on Form N-1A (File No. 2-68723). (b) Schedule of Computation of 30-day yield. Incorporated by reference to Exhibit No. 16(b) to Post-Effective Amendment 17 to the Registration Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 17. Financial Data Schedule. Filed as Exhibit 17 to Post-Effective Amendment No. 22 to Registration Statement on Form N-1A filed via EDGAR on November 28, 1995 (File No. 2-68723). 18. Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 21 to the Registration Statement filed on Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723). - ------------------------ *Filed herewith. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. None. ITEM 26. NUMBER OF HOLDERS OF SECURITIES. As of December 1, 1995 there were 33,736, 52,950 and 465 record holders of Class A, Class B and Class C common stock, $.01 par value per share, of the Registrant, respectively. ITEM 27. INDEMNIFICATION. As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940 (the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to the Registration Statement), officers, directors, employees and agents of the Registrant will not be liable to the Registrant, any stockholder, officer, director, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions. Section 2-418 of Maryland C-2 General Corporation Law permits indemnification of directors who acted in good faith and reasonably believed that the conduct was in the best interests of the Registrant. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibits 6(b) and (c) to the Registration Statement), each Distributor of the Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence, willful misfeasance or reckless disregard of duties. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (Securities Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue. The Registrant has purchased an insurance policy insuring its officers and directors against liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers and directors under certain circumstances. Section 9 of the Management Agreement (Exhibit 5(a) to the Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the Registration Statement) limit the liability of Prudential Mutual Fund Management, Inc. (PMF) and The Prudential Investment Corporation (PIC), respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements. The Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws and each Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain in effect and are consistently applied. ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER. (a) Prudential Mutual Fund Management, Inc. See "How the Fund is Managed" in the Prospectus constituting Part A of this Registration Statement and "Manager" in the Statement of Additional Information constituting Part B of this Registration Statement. The business and other connections of the officers of PMF are listed in Schedules A and D of Form ADV of PMF as currently on file with the Securities and Exchange Commission, the text of which is hereby incorporated by reference (File No. 801-31104, filed in March 30, 1995). C-3 The business and other connections of PMF's directors and principal executive officers are set forth below. Except as otherwise indicated, the address of each person is One Seaport Plaza, New York, NY 10292.
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS - -------------------- ---------------------------------------------------------------------------------------------------------- Brendan D. Boyle Executive Vice President, Executive Vice President, Director of Marketing and Director, PMF; Senior Vice Director of Marketing and President, Prudential Securities Incorporated (Prudential Securities); Director Chairman and Director, Prudential Mutual Fund Distributors, Inc. (PMFD) Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential Securities; Vice President, PMFD Frank W. Giordano Executive Vice President, Executive Vice President, General Counsel, Secretary and Director, PMF and General Counsel, Secretary PMFD; Senior Vice President, Prudential Securities; Director, Prudential and Director Mutual Fund Services, Inc. (PMFS) Robert F. Gunia Executive Vice President, Executive Vice President, Chief Financial and Administrative Officer, Chief Financial and Treasurer and Director, PMF; Senior Vice President, Prudential Securities; Administrative Officer, Executive Vice President, Chief Financial Officer, Treasurer and Director, Treasurer and Director PMFD; Director, PMFS Theresa A. Hamacher Director Director, PMF; Vice President, Prudential; Vice President, Prudential Prudential Plaza Investment Corporation (PIC) Newark, N.J. 07102 Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and Director, Raritan Plaza One PMFD; Chief Executive Officer and Director, PMFS; Director, PMF Edison, N.J. 08837 Richard A. Redeker President, Chief Executive President, Chief Executive Officer and Director, PMF; Executive Vice Officer and Director President, Director and Member of the Operating Committee, Prudential Securities; Director, Prudential Securities Group, Inc. (PSG); Executive Vice President, PIC; Director, PMFD; Director, PMFS S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant Secretary, PMF; Senior Senior Counsel and Assistant Vice President and Senior Counsel, Prudential Securities Secretary
(b) The Prudential Investment Corporation (PIC) See "How the Fund is Managed--Subadviser" in the Prospectus constituting Part A of this Registration Statement and "Subadviser" in the Statement of Additional Information constituting Part B of this Registration Statement. The business and other connections of PIC's directors and executive officers are as set forth below. Except as otherwise indicated, the address of each person is Prudential Plaza, Newark, NJ 07102.
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS - ------------------------- --------------------- ---------------------------------------------------------------- William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC Two Gateway Center Newark, NJ 07102 John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President and 51 JFK Parkway and Director Director, PIC Short Hills, NJ 07078
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NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS - ------------------------- --------------------- ---------------------------------------------------------------- Barry M. Gillman Director Director, PIC Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF Harry E. Knapp, Jr. President, Chairman President, Chairman of the Board, Chief Executive Officer and of the Board, Chief Director, PIC; Vice President, Prudential Executive Officer and Director William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC Four Gateway Center Newark, NJ 07102 Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive One Seaport Plaza President Vice President, Director and Member of the Operating New York, NY 10292 Committee, Prudential Securities; Director, PSG; Executive Vice President, PIC; Director, PMFD; Director, PMFS Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President, Director Prudential Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice President, PIC President
ITEM 29. PRINCIPAL UNDERWRITERS. (a)(i) Prudential Securities Incorporated Prudential Securities Incorporated is distributor for Prudential Government Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund, Inc., The Target Portfolio Trust, for Class B and Class C shares of Prudential Allocation Fund, Prudential California Municipal Fund (California Income Series and California Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except New York Money Market Series, Connecticut Money Market Series, Massachusetts Money Market Series and New Jersey Money Market Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential U.S. Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government Income Trust. Prudential Securities is also a depositor for the following unit investment trusts: Corporate Investment Trust Fund Prudential Equity Trust Shares National Equity Trust Prudential Unit Trusts Government Securities Equity Trust National Municipal Trust C-5 (ii) Prudential Mutual Fund Distributors, Inc. Prudential Mutual Fund Distributors, Incorporated is distributor for Command Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential California Municipal Fund (California Money Market Series), Prudential Institutional Liquidity Portfolio Inc., Prudential Intermediate Global Income Fund, Inc., Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund), Prudential Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund, Inc., and for Class A shares of Prudential Allocation Fund, Prudential California Municipal Fund (California Income Series and California Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Government Securities Trust (Money Market Series and U.S. Treasury Money Market Series), Prudential Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential-Bache MoneyMart Assets Inc. (d/ b/a Prudential MoneyMart Assets), Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series and New York Money Market Series and New Jersey Money Market Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Prudential U.S. Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The BlackRock Government Income Trust. (b)(i) Information concerning the officers and directors of Prudential Securities Incorporated is set forth below.
POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH NAME* UNDERWRITER REGISTRANT - ------------------------------ ----------------------------------------------------------------------- -------------- Robert C. Golden.............. Executive Vice President and Director None One New York Plaza New York, NY 10292 Alan D. Hogan................. Executive Vice President, Chief Administrative Officer and Director None George A. Murray.............. Executive Vice President and Director None Leland B. Paton .............. Executive Vice President and Director None One New York Plaza New York, NY 10292 Martin Pfinsgraff............. Executive Vice President, Chief Financial Officer and Director None Vincent T. Pica, II........... Executive Vice President and Director None One New York Plaza New York, NY 10292 Richard A. Redeker............ Executive Vice President and Director President and Director Hardwick Simmons.............. Chief Executive Officer, President and Director None Lee B. Spencer................ General Counsel, Executive Vice President, Secretary and Director None - ------------------------ * The address of each person named in One Seaport Plaza, New York, NY 10292 unless otherwise indicated.
(ii) Information concerning the officers and directors of Prudential Mutual Fund Distributors, Inc. is set forth below.
POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH NAME (1) UNDERWRITER REGISTRANT - ------------------------------ ----------------------------------------------------------------------- -------------- Joanne Accurso-Soto........... Vice President None Dennis N. Annarumma........... Vice President, Assistant Treasurer and Assistant Comptroller None
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POSITIONS AND POSITIONS AND OFFICES WITH OFFICES WITH NAME (1) UNDERWRITER REGISTRANT - ------------------------------ ----------------------------------------------------------------------- -------------- Phyllis J. Berman............. Vice President None Brendan D. Boyle.............. Chairman and Director None Stephen P. Fisher............. Vice President None Frank W. Giordano............. Executive Vice President, General Counsel, Secretary and Director None Robert F. Gunia............... Executive Vice President, Treasurer, Chief Financial Officer, Treasurer Vice President and Director Timothy J. O'Brien ........... President, Chief Executive Officer, Chief Operating Officer and None Raritan Plaza One Director Edison, N.J. 08837 Richard A. Redeker............ Director Director and President Andrew J. Varley ............. Vice President None Raritan Plaza One Edison, N.J. 08837 - ------------------------ (1) The address of each person named is One Seaport Plaza, New York, NY 10292 unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person of the Registrant. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS. All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of State Street Bank and Trust Company, One Heritage Drive, North Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Three Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by State Street Bank and Trust Company and Prudential Mutual Fund Services, Inc. ITEM 31. MANAGEMENT SERVICES. Other than as set forth under the captions "How the Fund is Managed--Manager" and "How the Fund is Managed-- Distributor" in the Prospectus and the captions "Manager" and "Distributor" in the Statement of Additional Information, constituting Parts A and B, respectively, of this Registration Statement, Registrant is not a party to any management-related service contract. ITEM 32. UNDERTAKINGS. The Registrant hereby undertakes to furnish each person to whom a Prospectus is delivered with a copy of Registrant's latest annual report to shareholders upon request and without charge. C-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 18th day of December, 1995. PRUDENTIAL GROWTH OPPORTUNITY FUND, INC. /s/ Richard A. Redeker --------------------------------------------------------------------------- (RICHARD A. REDEKER, PRESIDENT) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------------ -------------------------------------------- /s/ Richard A. Redeker President and Director December 18, 1995 - ------------------------------------ RICHARD A. REDEKER /s/ Delayne Dedrick Gold Director December 18, 1995 - ------------------------------------ DELAYNE DEDRICK GOLD /s/ Arthur Hauspurg Director December 18, 1995 - ------------------------------------ ARTHUR HAUSPURG /s/ Harry A. Jacobs, Jr. Director December 18, 1995 - ------------------------------------ HARRY A. JACOBS, JR. /s/ Stephen P. Munn Director December 18, 1995 - ------------------------------------ STEPHEN P. MUNN /s/ Louis A. Weil, III Director December 18, 1995 - ------------------------------------ LOUIS A. WEIL, III /s/ Eugene S. Stark Treasurer and Principal December 18, 1995 - ------------------------------------ Financial and Accounting EUGENE S. STARK Officer
EXHIBIT INDEX (B) EXHIBITS: 1. (a) Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 1(e) to Post-Effective Amendment No. 17 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1993 (File No. 2-68723). (b) Articles of Amendment. Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). 2. Amended and Restated By-Laws. Incorporated by reference to Exhibit 2(d) to Post-Effective Amendment No. 17 to Registration Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 4. Instruments defining rights of holders of the securities being offered. Incorporated by reference to Exhibit 4(c) to Post-Effective Amendment No. 17 to the Registration Statement filed on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 5. (a) Management Agreement between the Registrant and Prudential Mutual Fund Management Inc. Incorporated by reference to Exhibit No. 5(a) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-68723). (b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and The Prudential Investment Corporation, incorporated by reference to Exhibit No. 5(b) to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A (File No. 2-68723). 6. (a) Distribution Agreement for Class A shares. Incorporated by reference to Exhibit 6(a) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (b) Distribution Agreement for Class B shares. Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (c) Distribution Agreement for Class C shares. Incorporated by reference to Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (d) Form of Distribution Agreement for Class Z shares. Incorporated by reference to Exhibit 6(d) to Post-Effective Amendment No. 21 to the Registration Statement filed on Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723). 8. (a) Custodian Contract between the Registrant and State Street Bank and Trust Company, dated July 13, 1984, incorporated by reference to Exhibit No. 8 to Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A (File No. 2-68723). (b) Amended Custodian Agreement between the Registrant and State Street Bank and Trust Company. Incorporated by reference to Exhibit No. 8(b) to Post-Effective Amendment 14 to the Registration Statement on Form N-1A (File No. 2-68723). 9. Transfer Agency Agreement between the Registrant and Prudential Mutual Fund Services, Inc., dated January 1, 1988. Incorporated by reference to Exhibit No. 9 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A (File No. 2-68723). 10. Opinion of Sullivan & Cromwell. Incorporated by reference to Exhibit No. 10 to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-68723). 11. Consent of Independent Accountants.* 13. Purchase Agreement. Incorporated by reference to Exhibit No. 13 to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 2-68723). 15. (a) Distribution and Service Plan for Class A shares. Incorporated by reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (b) Distribution and Service Plan for Class B shares. Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). (c) Distribution and Service Plan for Class C shares. Incorporated by reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the Registration Statement filed on Form N-1A via EDGAR on November 29, 1994 (File No. 2-68723). 16. (a) Schedule of Computation of Performance Quotations. Incorporated by reference to Exhibit No. 16 to Post-Effective Amendment No. 13 to Registration Statement on Form N-1A (File No. 2-68723). (b) Schedule of Computation of 30-day yield. Incorporated by reference to Exhibit No. 16(b) to Post-Effective Amendment 17 to the Registration Statement on Form N-1A via EDGAR filed on November 29, 1993 (File No. 2-68723). 17. Financial Data Schedule. Filed as Exhibit 17 to Post-Effective Amendment No. 22 to Registration Statement filed on Form N-1A filed via EDGAR on November 28, 1995 (File No. 2-68723). 18. Rule 18f-3 Plan. Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 21 to the Registration Statement filed on Form N-1A via EDGAR on October 20, 1995 (File No. 2-68723). - ------------------------ *Filed herewith. EX-11 2 EXHIBIT 11 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 23 to the registration statement on Form N-1A (the "Registration Statement") of our report dated November 20, 1995, relating to the financial statements and financial highlights of Prudential Growth Opportunity Fund, Inc., which appears in such Statement of Additional Information, and to the incorporation by reference of our report into the Prospectus which constitutes part of this Registration Statement. We also consent to the reference to us under the heading "Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants" in such Statement of Additional Information and to the reference to us under the heading "Financial Highlights" in such Prospectus. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP New York, NY December 19, 1995 -----END PRIVACY-ENHANCED MESSAGE-----