-----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, F8qQ12SGqpjZvHKZQlotgavBHfnU6WeUDTqduADynEcefKHOmw/ODAJOz0z30dm+ OsOvaKpv9z2ZAvLZ2QKo4Q== 0000905148-02-001067.txt : 20020423 0000905148-02-001067.hdr.sgml : 20020423 ACCESSION NUMBER: 0000905148-02-001067 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020423 EFFECTIVENESS DATE: 20020423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH MUNICIPAL BOND FUND INC CENTRAL INDEX KEY: 0000225635 IRS NUMBER: 132896246 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-76564 FILM NUMBER: 02618239 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822026 FORMER COMPANY: FORMER CONFORMED NAME: ONE LIBERTY MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19780622 POS EX 1 efc2-0452_5176296formposex.txt As filed with the Securities and Exchange Commission on April 23, 2002 Securities Act File No. 333-76564 Investment Company Act File No. 811-02688 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ [ ] Pre-Effective Amendment No. [X] Post-Effective Amendment No. 1 (Check appropriate box or boxes) ______________________________ MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Exact Name Of Registrant As Specified In Its Charter) ______________________________ (609) 282-2800 (Area Code And Telephone Number) ______________________________ 800 Scudders Mill Road Plainsboro, New Jersey 08536 (Address Of Principal Executive Offices: Number, Street, City, State, Zip Code) ______________________________ Terry K. Glenn Merrill Lynch Municipal Bond Fund, Inc. 800 Scudders Mill Road, Plainsboro, New Jersey 08536 Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011 (Name And Address Of Agent For Service) ______________________________
Copies to: LEONARD B. MACKEY, JR., ESQ. LAURIN BLUMENTHAL KLEIMAN, ESQ. PHILIP L. KIRSTEIN, ESQ. CLIFFORD CHANCE ROGERS & WELLS SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT, L.P. 200 Park Avenue 875 Third Avenue 800 Scudders Mill Road New York, NY 10166 New York, NY 10022 Plainsboro, NJ 08536 ______________________________
Title of Securities Being Registered: Shares of Common Stock, par value $.10 per share. No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended. - ------------------------------------------------------------------------------ This Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-76564) (the "N-14 Registration Statement") consists of the following: (1) Facing Sheet of this Registration Statement. (2) Part C of this Registration Statement (including signature page). Parts A and B are incorporated herein by reference from the Proxy Statement and Prospectus filed on February 10, 2002 under Rule 497 under the Securities Act of 1933, as amended (the "Securities Act"). This Post-Effective Amendment No. 1 to the N-14 Registration Statement is being filed solely to file a tax opinion of Sidley Austin Brown & Wood LLP, special tax counsel for the Registrant, as Exhibit 12 to the N-14 Registration Statement. The tax opinion relates to the reorganization of Merrill Lynch Florida Limited Maturity Municipal Bond Fund of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust into the Limited Maturity Portfolio of the Registrant . 2 PART C OTHER INFORMATION Item 15. Indemnification. Reference is made to Article VI of the Registrant's Articles of Incorporation, Article VI of the Registrant's By-Laws, Section 2-418 of the Maryland General Corporation Law and Section 9 of the Distribution Agreement. Insofar as the conditional advancing of indemnification moneys for actions based on the Investment Company Act of 1940, as amended (the "Investment Company Act"), may be concerned, Article VI of the Registrant's By-Laws provides that such payments will be made only on the following conditions: (i) advances may be made only on receipt of a written affirmation of such person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any such advance if it is ultimately determined that the standard of conduct has not been met; and (ii) (a) such promise must be secured by a security for the undertaking in form and amount acceptable to the Registrant, (b) the Registrant is insured against losses arising by receipt by the advance, or (c) a majority of a quorum of the Registrant's disinterested non-party Directors, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that at the time the advance is proposed to be made, there is reason to believe that the person seeking indemnification will ultimately be found to be entitled to indemnification. In Section 9 of the Distribution Agreement relating to the securities being offered hereby, the Registrant agrees to indemnify the FAM Distributors, Inc (the "Distributor") and each person, if any, who controls the Distributor within the meaning of the Securities Act, against certain types of civil liabilities arising in connection with the Registration Statement or Prospectus and Statement of Additional Information. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers and controlling persons of the Registrant and the principal underwriter 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 Securities 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 and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person or the principal underwriter 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 Securities Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. 1(a) -- Articles of Incorporation of the Registrant, dated September 30, 1976.(a) 1(b) -- Articles of Amendment to the Articles of Incorporation of the Registrant, dated October 4, 1976.(b) 1(c) -- Articles Supplementary to the Articles of Incorporation of the Registrant increasing the authorized capital stock of the Insured Portfolio.(c) 1(d) -- Articles Supplementary to the Articles of Incorporation of the Registrant establishing Class B Common Stock of the Limited Maturity Portfolio.(d) 2 -- By-Laws of the Registrant.(b) 3 -- Not applicable. 4 -- Form of Agreement and Plan of Reorganization between the Registrant and Merrill Lynch Multi-State Limited Maturity Municipal Series Trust.(e) 5 -- Copies of instruments defining the rights of stockholders, including the relevant portions of the Articles of Incorporation of the Registrant, as amended and supplemented, and the By-Laws of the Registrant.(f) 6(a) -- Form of Advisory Agreement between the Registrant and Fund Asset Management, L.P.(a) 7 -- Form of Unified Distribution Agreement between the Registrant and the Distributor.(g) 8 -- None. 9 -- Custody Agreement between the Registrant and The Bank of New York.(a) C-1 10(a) -- Form of Amended and Restated Class B Distribution Plan.(h) 10(b) -- Form of Amended and Restated Class C Distribution Plan.(h) 10(c) -- Form of Amended and Restated Class D Distribution Plan.(h) 10(d) -- Merrill Lynch SelectSM Pricing System Plan pursuant to Rule 18f-3 under the Investment Company Act.(i) 11 -- Opinion and Consent of Sidley Austin Brown & Wood LLP. (j) 12 -- Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant, as to the reorganization of Merrill Lynch Florida Limited Maturity Municipal Bond Fund into the Registrant. 13 -- Not applicable. 14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant.(j) 14(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Florida Limited Maturity Municipal Bond Fund of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust.(j) 15 -- Not applicable. 16 -- Power of Attorney.(k) 17(a) -- Prospectus, dated October 5, 2001, of the Registrant.(j) 17(b) -- Statement of Additional Information, dated October 5, 2001, of the Registrant.(j) 17(c) -- Prospectus, dated November 19, 2001, of Merrill Lynch Florida Limited Maturity Municipal Bond Fund of Merrill Lynch Multi-State Limited Municipal Series Trust.(j) 17(d) -- Annual Report to Shareholders of the Registrant, as of June 30, 2001.(j) 17(e) -- Annual Report to Shareholders of Merrill Lynch Florida Limited Maturity Municipal Bond Fund of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust as of July 31, 2001.(j) - ------------------- (a) Filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No. 4 to Registrant's Registration Statement on Form N-1A (File No. 2-57354) under the Securities Act (the "Registration Statement"). (b) Filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. (c) Filed on October 29, 1990 as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement. (d) Filed on September 1, 1992 as an Exhibit to Post-Effective Amendment No. 16 to the Registration Statement. (e) Included as Exhibit I to the Proxy Statement and Prospectus filed on February 10, 2002 under Rule 497 under the Securities Act. (f) Reference is made to Article V (section 3), Article VI (sections 3 and 5), Article VII and Article VIII of the Registrant's Articles of Incorporation filed on October 31, 1980 as an Exhibit to Post-Effective Amendment No. 4 to the Registration Statement; and to Article II, Article III (section 3, 5 and 6), Article VII, Article XII, Article XIII and Article XV of the Registrant's By-Laws, filed on October 12, 1988 as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement. (g) Incorporated by reference to Exhibit 5 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (h) Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Americas Income Fund, Inc. (File No. 33-64398), filed on June 21, 2000. (i) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, filed on January 25, 1996, relating to shares of Merrill Lynch New York Municipal Bond Fund series of Merrill Lynch Multi-State Municipal Series Trust (File No. 2-99473). (j) Filed on January 11, 2002, as an Exhibit to the N-14 Registration Statement. (k) Included on the signature page of the N-14 Registration Statement filed on January 11, 2002 and incorporated herein by reference. C-2 Item 17. Undertakings. (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is party of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be field as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be anew registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file, by post-effective amendment, a copy of an opinion of counsel as to certain tax matters, within a reasonable time after receipt of such opinion. C-1 SIGNATURES As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Township of Plainsboro and State of New Jersey, on the 23rd day of April, 2002. MERRILL LYNCH MUNICIPAL BOND FUND, INC. (Registrant) By: /s/ Donald C. Burke ----------------------------------- (Donald C. Burke, Vice President) As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE - ---------- ----- ---- TERRY K. GLENN* President (Principal Executive Officer) - ---------------------------------------------------- and Director (Terry K. Glenn) DONALD C. BURKE* Vice President and Treasurer (Principal - ---------------------------------------------------- Financial and Accounting Officer) (Donald C. Burke) RONALD W. FORBES* Director - ---------------------------------------------------- (Ronald W. Forbes) CYNTHIA A. MONTGOMERY* Director - ---------------------------------------------------- (Cynthia A. Montgomery) CHARLES C. REILLY* Director - ---------------------------------------------------- (Charles C. Reilly) KEVIN A. RYAN* Director - ---------------------------------------------------- (Kevin A. Ryan) ROSCOE S. SUDDARTH* Director - ---------------------------------------------------- (Roscoe S. Suddarth) RICHARD R. WEST* Director - ---------------------------------------------------- (Richard R. West) EDWARD D. ZINBARG* Director - ---------------------------------------------------- (Edward D. Zinbarg) *By: /s/ DONALD C. BURKE April 23, 2002 ------------------------------------------------ (Donald C. Burke, Attorney-in-Fact)
C-2 EXHIBIT INDEX Exhibit Number -------- Description ----------- 12 -- Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant, as to the reorganization of Merrill Lynch Florida Limited Maturity Municipal Bond Fund into the Limited Maturity Portfolio of the Registrant. C-3 EX-12 3 efc2-0452_exh12.txt OPINION Exhibit 12 April 8, 2002 Limited Maturity Portfolio of Merrill Lynch Municipal Bond Fund, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Florida Limited Maturity Municipal Bond Fund, a series of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust 800 Scudders Mill Road Plainsboro, New Jersey 08536 Re: Reorganization of the Limited Maturity Portfolio of Merrill Lynch Municipal Bond Fund, Inc. and Merrill Lynch Florida Limited Maturity Municipal Bond Fund, a series of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust ----------------------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain Federal income tax consequences of the acquisition by the Limited Maturity Portfolio (the "Limited Maturity Portfolio"), a series of Merrill Lynch Municipal Bond Fund, Inc. ("Municipal Bond Fund") of substantially all of the assets of, and the assumption by the Limited Maturity Portfolio of substantially all of the liabilities of, Merrill Lynch Florida Limited Maturity Municipal Bond Fund (the "Florida Fund"), a series of Merrill Lynch Multi-State Limited Maturity Municipal Series Trust (the "Limited Maturity Trust"), and the simultaneous distribution of newly-issued shares of common stock, par value $.10 per share, of the Limited Maturity Portfolio (the "Reorganization"), to the shareholders of the Florida Fund. After the Reorganization, the Florida Fund will cease to operate as a separate series of the Limited Maturity Trust, will have no assets remaining, will have final Federal and state (if any) tax returns filed on its behalf and will have all of its shares of beneficial interest cancelled under the Declaration of Trust of Limited Maturity Trust, as amended, and the laws of the Commonwealth of Massachusetts. This opinion letter is furnished pursuant to (i) the sections entitled, "The Reorganization--Terms of the Agreement and Plan of Reorganization--Required Approvals" and "The Reorganization--Terms of the Agreement and Plan of Reorganization--Amendments and Conditions" in the Proxy Statement and Prospectus, which is a part of the Registration Statement on Form N-14 (File No. 333-76564) of Municipal Bond Fund, as amended and supplemented to date (the "N-14 Registration Statement"), which became effective on January 10, 2002 and (ii) sections 8(g) and 9(h) of the Agreement and Plan of Reorganization, dated as of February 8, 2002, by and between Limited Maturity Trust and Municipal Bond Fund (the "Plan"). All terms used herein, unless otherwise defined, are used as defined in the Plan. In rendering our opinion, we have reviewed and relied upon (a) the Plan, (b) the N-14 Registration Statement, and (c)(i) certain representations concerning the Reorganization made by the Limited Maturity Portfolio dated April 8, 2002, and (ii) certain representations of the Florida Fund, dated April 8, 2002 (together, the "Representations") contained in the letters attached hereto. Based upon current law, including cases and administrative interpretations thereof and on the reviewed materials listed above, it is our opinion that: 1. The acquisition by the Limited Maturity Portfolio of all of the assets of the Florida Fund, as described in the Plan, will constitute a reorganization within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Limited Maturity Portfolio and the Florida Fund will each be a "party" to the reorganization within the meaning of section 368(b) of the Code. 2. In accordance with section 361(a) of the Code, the Florida Fund will recognize no gain or loss either on the transfer of substantially all of its assets to the Limited Maturity Portfolio in exchange solely for shares of common stock of the Limited Maturity Portfolio or on the simultaneous distribution of shares of common stock of the Limited Maturity Portfolio to its shareholders. 3. Under section 1032 of the Code, the Limited Maturity Portfolio will recognize no gain or loss as a result of the Reorganization. 4. In accordance with section 354(a)(1) of the Code, shareholders of the Florida Fund will recognize no gain or loss on the exchange of their respective shares of beneficial interest of the Florida Fund for shares of common stock of the Limited Maturity Portfolio. 5. The basis of the assets of the Florida Fund received by the Limited Maturity Portfolio in the Reorganization will be the same as the basis of such assets to the Florida Fund immediately before the Reorganization under section 362(b) of the Code. 6. Under section 358 of the Code, immediately after the Reorganization, the basis of the shares of common stock of the Limited Maturity Portfolio received by shareholders of the Florida Fund will be the same as the basis of their respective shares of beneficial interest of the Florida Fund exchanged pursuant to the Reorganization. 7. Under section 1223 of the Code, the holding period of the shares of common stock of the Limited Maturity Portfolio received in the Reorganization will include the holding period of the respective shares of beneficial interest of the Florida Fund exchanged pursuant to the Reorganization, provided that such shares were held as a capital asset on the date of the Reorganization. 8. The holding period of the assets acquired by the Limited Maturity Portfolio from the Florida Fund will include the period during which such assets were held by the Florida Fund under section 1223 of the Code. 9. Pursuant to section 381(a) of the Code and section 1.381(a)-1 of the Income Tax Regulations, the Limited Maturity Portfolio will succeed to and take into account the items of the Florida Fund described in section 381(c) of the Code, subject to the provisions and limitations specified in sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Under section 381(b) of the Code, the taxable year of the Florida Fund will end on the date of the Reorganization. Our opinion represents our best legal judgment as to the proper Federal income tax treatment of the Reorganization, based on the facts contained in the Plan, the N-14 Registration Statement and the Representations. Our opinion assumes the accuracy of the facts as described in the Plan, the N-14 Registration Statement and the Representations and could be affected if any of the facts as so described are inaccurate. We are furnishing this opinion letter to the addressees hereof, solely for the benefit of such addressees in connection with the Reorganization. This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. Very truly yours, /s/ Sidley Austin Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----