-----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, IzManpkpsFV61umk3W4ojblpOyZHkTBpcY/yIekyVHoZIPFjSy+mDZBlVZriYGii WLvHIqrwIqi+Yq2V8UeeUQ== 0000905148-07-001031.txt : 20070205 0000905148-07-001031.hdr.sgml : 20070205 20070205155830 ACCESSION NUMBER: 0000905148-07-001031 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070205 DATE AS OF CHANGE: 20070205 EFFECTIVENESS DATE: 20070205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK 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: 333-133875 FILM NUMBER: 07580372 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092822026 MAIL ADDRESS: STREET 1: P.O. BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543 FORMER COMPANY: FORMER CONFORMED NAME: MERRILL LYNCH MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ONE LIBERTY MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19780622 POS EX 1 efc7-0414_5987761posex.txt As filed with the Securities and Exchange Commission on February 5, 2007 Securities Act File No. 333-133875 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- Pre-Effective Amendment No. Post-Effective Amendment No. 1 ----------------- BLACKROCK MUNICIPAL BOND FUND, INC. (Exact name of Registrant as Specified in 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) ----------------- Robert C. Doll, Jr. BlackRock 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:
Frank P. Bruno, Esq. Sarah E. Cogan, Esq. Richard T. Prins, Esq. Sidley Austin LLP Simpson Thacher & Bartlett LLP Skadden, Arps, Slate, Meagher & Flom LLP 787 Seventh Avenue 425 Lexington Avenue 4 Times Square New York, New York 10019-6018 New York, New York 10017 New York, New York 10036-6522
----------------- No filing fee is required because of reliance on Section 24(f) of the Investment Company Act of 1940. This Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File No. 333-133875) (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 to the N-14 Registration Statement are unchanged from the Proxy Statement and Prospectus filed on June 16, 2006 contained in Pre-Effective Amendment No. 1 to the Fund's N-14 Registration Statement. This Post-Effective Amendment No. 1 to the N-14 Registration Statement is being filed solely to file a tax opinion of Sidley Austin LLP, counsel for the Registrant, as Exhibit 12 to the N-14 Registration Statement. The tax opinion relates to the reorganization of BlackRock UltraShort Municipal Portfolio, a portfolio of BlackRock FundsSM, into BlackRock Short-Term Municipal Fund (formerly known as Short Term Portfolio), a series of BlackRock Municipal Bond Fund, Inc. (formerly known as Merrill Lynch Municipal Bond Fund, Inc.). 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 of 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 each Distribution Agreement relating to the securities being offered hereby, the Registrant agrees to indemnify FAM Distributors, Inc. or BlackRock Distributors, Inc., as applicable, and each person, if any, who controls FAM Distributors, Inc. or BlackRock Distributors, Inc. within the meaning of the Securities Act of 1933, as amended (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 Exhibit Number Description - ------- ----------- 1(a) -- Articles of Incorporation, dated September 30, 1976.(a) (b) -- Articles of Amendment, dated October 4, 1976.(a) (c) -- Articles of Amendment changing the name of the Registrant, dated April 22, 1977.(a) (d) -- Articles of Amendment increasing the number of shares of authorized capital stock, dated September 21, 1979.(a) (e) -- Articles of Amendment increasing the number of shares of authorized capital stock, dated June 11, 1984.(a) (f) -- Articles of Amendment increasing the number of shares of authorized capital stock, dated January 28, 1987.(a) (g) -- Articles of Amendment increasing the number of shares of authorized capital stock, dated March 2, 1987.(a) (h) -- Articles of Amendment reclassifying shares of common stock, dated September 30, 1988.(a) (i) -- Articles Supplementary to the Articles of Incorporation increasing the number of shares of authorized capital stock, dated May 21, 1990.(a) (j) -- Articles Supplementary to the Articles of Incorporation reclassifying shares of common stock, dated June 21, 1991.(a) (k) -- Articles Supplementary to the Articles of Incorporation increasing the number of shares of authorized capital stock, dated October 18, 1994.(a) (l) -- Articles of Amendment, dated October 21, 1994.(a) (m) -- Articles of Amendment to Articles Supplementary renaming issued and outstanding shares of capital stock, dated October 4, 2001.(b) (n) -- Articles of Amendment redesignating Class A Common Stock into Class I Common Stock and Class D Common Stock into Class A Common Stock, dated March 21, 2003.(b) (o) -- Articles of Amendment to Articles Supplementary designating Class A Common Stock, Class B Common Stock, Class C Common Stock and Class I Common Stock of Short-Term Portfolio (formerly Limited Maturity Portfolio).(j) (p) -- Articles Supplementary to Articles of Incorporation increasing the authorized capital stock and reclassifying shares of authorized capital stock, dated March 10, 2006.(c) (q) -- Articles of Amendment to Articles Supplementary increasing the authorized capital stock and reclassifying shares of authorized common stock, dated July 7, 2006.(k) (r) -- Form of Articles of Amendment changing name to BlackRock Municipal Bond Fund, Inc.(j) (s) -- Form of Articles of Amendment Reclassifying Shares of Authorized Capital Stock.(j) (t) -- Form of Articles Supplementary to Articles of Incorporation Increasing the Authorized Capital Stock of the Corporation.(j) 2 -- Amended and Restated By-Laws, dated April 14, 2003.(a) 3 -- None. 4 -- Form of Agreement and Plan of Reorganization by and between the Registrant, on behalf of Short-Term Portfolio, and BlackRock Funds, on behalf of BlackRock UltraShort Municipal Portfolio (the "BlackRock Fund"), a series of BlackRock Funds.(l) 5 -- Copies of instruments defining the rights of stockholders, including the relevant portions of the Articles of Incorporation, as amended and supplemented, and By-Laws of the Registrant.(i) 6(a) -- Form of Investment Management Agreement between Registrant and BlackRock Advisors, LLC (the "Investment Adviser"), with respect to the BlackRock Municipal Insured Fund, the BlackRock National Municipal Fund and the BlackRock Short-Term Municipal Fund.(j) (b) -- Form of Investment Management Agreement between Registrant and the Investment Adviser with respect to the BlackRock High Yield Municipal Fund.(j) (c) -- Form of Sub-Investment Advisory Agreement between the Investment Adviser and BlackRock Investment Management, LLC, with respect to the BlackRock Municipal Insured Fund, the BlackRock National Municipal Fund and the BlackRock Short-Term Municipal Fund.(j) (d) -- Form of Sub-Investment Advisory Agreement between the Investment Adviser and BlackRock Investment Management, LLC, with respect to the BlackRock High Yield Municipal Fund.(j) 7(a) -- Form of Unified Distribution Agreement between Registrant and FAM Distributors, Inc.(d) 4 (b) -- Form of Unified Distribution Agreement between the Registrant and BlackRock Distributors, Inc.(f) 8 -- None. 9 -- Form of Custodian Agreement between Registrant and The Bank of New York, dated October 26, 2001.(e) 10(a) -- Form of Unified Investor A Distribution Plan.(d) (b) -- Form of Unified Investor A1 Distribution Plan.(d) (c) -- Form of Unified Investor B Distribution Plan.(d) (d) -- Form of Unified Investor C Distribution Plan.(d) (e) -- Form of Unified Investor C1 Distribution Plan.(d) (f) -- Form of Unified Service Shares Distribution Plan.(f) (g) -- Select Pricing System Plan pursuant to Rule 18f-3.(f) 11 -- Opinion of Sidley Austin LLP, counsel to the Registrant.(l) 12 -- Tax opinion of Sidley Austin LLP, counsel to the Registrant. 13(a) -- Form of Unified Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement between the Registrant and PFPC, Inc.(d) (b) -- Form of Credit Agreement among the Registrant, a syndicate of banks and certain other parties.(g) (c) -- Form of Administrative Services Agreement between the Registrant and State Street Bank and Trust Company.(h) 14(a) -- Consent of Deloitte & Touche LLP, independent registered public accounting firm for the Registrant.(l) (b) -- Consent of Deloitte & Touche LLP, independent registered public accounting firm for the BlackRock Fund.(l) 15 -- None. 16 -- Power of Attorney.(n) 17(a) -- Prospectus and Statement of Additional Information of the Registrant, each dated October 25, 2005.(m) (b) -- Prospectus for Investor Shares, Prospectus for Institutional Shares, Prospectus for Service Shares, Prospectus for BlackRock Shares and Statement of Additional Information of the BlackRock Fund, each dated January 31, 2006.(m) (c) -- Annual Report to Shareholders of the Registrant for the year ended June 30, 2005.(m) (d) -- Semi-Annual Report to Shareholders of the Registrant for the six months ended December 31, 2005.(m) (e) -- Annual Report to Shareholders of the BlackRock Fund for the year ended September 30, 2005.(m) (f) -- Form of Proxy Card.(l) - ---------- (a) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 30 to the Registrant's Registration Statement on Form N-1A (File No. 2-57354) (the "Registration Statement") filed on October 4, 2004. (b) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 29 to the Registration Statement filed on October 14, 2003. (c) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 32 to the Registration Statement filed on March 15, 2006. (d) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 39 to the Registration Statement on Form N-1A of Merrill Lynch Bond Fund, Inc. (File No. 2-62329), filed on September 15, 2006. (e) Incorporated by reference to Exhibit 7 to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A of The Asset Program, Inc. (File No. 33-53887), filed on March 21, 2002. (f) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A of Merrill Lynch Bond Fund, Inc. (File No. 2-62329), filed on July 21, 2006. (g) Incorporated by reference to Exhibit 8(b)(7) to Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A of BlackRock Fundamental Growth Fund, Inc. (File No. 33-47875), filed on December 21, 2006. (h) Incorporated by reference to Exhibit 8(d) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A of Merrill Lynch Focus Twenty Fund, Inc. (File No. 333-89775), filed on March 20, 2001. (i) Reference is made to Article III (Sections 3, 4 and 5), Article V, Article VI (Sections 2, 3, 4 and 5), Article VII, Article VIII and Article X of the Registrant's Articles of Incorporation, as amended and supplemented, 5 filed as Exhibit 1 to this Registration Statement; and Article II, Article III (Sections 1, 2, 3, 5, 6 and 17), Article VI, Article VII, Article XII, Article XIII and Article XV of the Registrant's Amended and Restated By-Laws filed as Exhibit 2 to this Registration Statement. (j) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 37 to the Registration Statement filed on September 29, 2006. (k) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 35 to the Registration Statement filed on July 11, 2006. (l) Previously filed as an Exhibit to Pre-Effective Amendment No. 1 to the N-14 Registration Statement filed on June 16, 2006. (m) Filed on May 8, 2006 as an Exhibit to the Registration Statement on Form N-14 (File No. 133875). (n) Included on the signature page of the initial filing on May 8, 2006 of this Registration Statement on Form N-14 and incorporated by reference herein. Item 17. Undertakings (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part 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, the reoffering prospectus will contain the 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 filed as a 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, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The undersigned registrant agrees to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Plainsboro, and State of New Jersey, on the 5th day of February, 2007. BLACKROCK MUNICIPAL BOND FUND, INC. (Registrant) By: /s/ Donald C. Burke ----------------------------------------- (Donald C. Burke, Vice President and Treasurer) 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.
Signature Title Date -------------------------------- ----------------------------- ------------------ Robert C. Doll, Jr.* President (Principal ------------------------------------ Executive Officer) and (Robert C. Doll, Jr.) Director Donald C. Burke* Vice President and Treasurer ---------------------------------- (Principal Financial and (Donald C. Burke) Accounting Officer) Ronald W. Forbes* Director ---------------------------------- (Ronald W. Forbes) Cynthia A. Montgomery* Director ------------------------------ (Cynthia A. Montgomery) Jean Margo Reid* Director ---------------------------------- (Jean Margo Reid) Roscoe S. Suddarth* Director ---------------------------------- (Roscoe S. Suddarth) Richard R. West* Director ------------------------------------ (Richard R. West) *By: /s/ Donald C. Burke February 5, 2007 ------------------------------ (Donald C. Burke, Attorney-in-Fact)
7 SCHEDULE OF EXHIBITS TO FORM N-14 Exhibit Number Description - ------ ----------- 12 Tax opinion of Sidley Austin LLP, counsel to the Registrant. 8 EX-12 2 efc7-0414_5962296ex12.txt Exhibit 12 SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO 787 SEVENTH AVENUE BRUSSELS HONG KONG SHANGHAI SIDLEY AUSTIN LLP NEW YORK, NY 10019 CHICAGO LONDON SINGAPORE - ----------------- (212) 839 5300 DALLAS LOS ANGELES TOKYO SIDLEY (212) 839 5599 FAX FRANKFURT NEW YORK WASHINGTON, DC FOUNDED 1866 October 16, 2006 BlackRock Short-Term Municipal Fund 800 Scudders Mill Road Plainsboro, New Jersey 08536 BlackRock UltraShort Portfolio 100 Bellevue Parkway Wilmington, Delaware 19809 Re: Reorganization of BlackRock Short-Term Municipal Fund and BlackRock UltraShort Municipal Portfolio ------------------------------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain Federal income tax consequences of (i) the acquisition by BlackRock Short-Term Municipal Fund (formerly Short-Term Portfolio) ("Acquiring Fund"), an open-end, registered management investment company organized as a separate series of the BlackRock Municipal Bond Fund, Inc. (formerly Merrill Lynch Municipal Bond Fund, Inc. ) (the "Corporation"), a Maryland corporation, of substantially all of the assets of BlackRock UltraShort Municipal Portfolio ("Target Fund"), an open-end, registered management investment company organized as a separate series of the BlackRock Funds ("BlackRock Funds"), a Massachusetts business trust, and the assumption by Acquiring Fund of the Stated Liabilities of Target Fund, and (ii) the simultaneous distribution of newly issued Investor A, Institutional, Service and BlackRock shares of Acquiring Fund, each with a par value of $0.10 per share (collectively, the "Acquiring Fund Shares") to stockholders of Target Fund (the steps in (i) and (ii) collectively, the "Reorganization"). After the Reorganization, Target Fund will cease to operate, 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 cancelled under Massachusetts law. This opinion letter is furnished pursuant to Section 8.6 of the Agreement and Plan of Reorganization, dated as of June 19, 2006, by and between the Corporation and BlackRock Funds (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 Registration Statement on Form N-14 (File No. 333-133875) of Merrill Lynch Multi-State Municipal Series Trust, as amended to date (the "N-14 Registration Statement"), and (c) certain representations concerning the Reorganization made by Acquiring Fund and Target Fund in letters dated October 16, 2006 (the "Representations"). SIDLEY AUSTIN LLP - ----------------- SIDLEY 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 Acquiring Fund of substantially all of the assets of Target Fund and the assumption by Acquiring Fund of the Stated Liabilities, as described in the Plan, will constitute a reorganization within the meaning of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and Acquiring Fund and Target Fund will each be a "party to a reorganization" within the meaning of section 368(b) of the Code. 2. In accordance with section 361(a) of the Code, Target Fund will not recognize any gain or loss either on the transfer of substantially all of its assets to Acquiring Fund in exchange solely for shares of its common stock and the assumption by Acquiring Fund of the Stated Liabilities or on the simultaneous distribution of such common stock to Target Fund stockholders. 3. Under section 1032 of the Code, Acquiring Fund will not recognize any gain or loss as a result of the acquisition by Acquiring Fund of substantially all of the assets of Target Fund in the Reorganization. 4. In accordance with section 354(a)(1) of the Code, stockholders of Target Fund will recognize no gain or loss on the exchange of their shares of Target Fund common stock solely for corresponding shares of Acquiring Fund common stock. 5. Under section 362(b) of the Code, the basis of the assets of Target Fund received by Acquiring Fund will be the same as the basis of such assets to Target Fund immediately before the Reorganization. 6. Under section 358 of the Code, the aggregate basis of the shares of Acquiring Fund common stock, including fractional shares, received by each stockholder of Target Fund will be the same as the aggregate basis of the shares of common stock of Target Fund exchanged pursuant to the Reorganization. 7. Under section 1223 of the Code, the holding period of the shares of Acquiring Fund common stock, including fractional shares, received in the Reorganization will include the holding period of the shares of Target Fund common stock exchanged pursuant to the Reorganization, provided that such shares of common stock were held as a capital asset on the date of the Reorganization. 8. Under section 1223 of the Code, the holding period of the assets acquired by Acquiring Fund from Target Fund will include the period during which such assets were held by Target Fund. Our opinion represents our best legal judgment with respect to the proper federal income tax treatment of the Reorganization, based on the facts contained in the Plan, the N-14 SIDLEY AUSTIN LLP - ----------------- SIDLEY 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 LLP -----END PRIVACY-ENHANCED MESSAGE-----