-----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, RNFM53YaVc6U9PPH+EpQKpreHPC2l1BxmegEJ9E4+/VnDbsrQKD+t+YwOOmM24Nd 4xtr/15mAWjW8+a+KI6khg== 0000905148-04-002511.txt : 20040514 0000905148-04-002511.hdr.sgml : 20040514 20040514162841 ACCESSION NUMBER: 0000905148-04-002511 CONFORMED SUBMISSION TYPE: POS 8C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIYIELD INSURED FUND INC CENTRAL INDEX KEY: 0000883412 IRS NUMBER: 223165131 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS 8C SEC ACT: 1940 Act SEC FILE NUMBER: 811-06540 FILM NUMBER: 04808187 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08530 BUSINESS PHONE: 6092822800 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIYIELD INSURED FUND INC CENTRAL INDEX KEY: 0000883412 IRS NUMBER: 223165131 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: POS 8C SEC ACT: 1933 Act SEC FILE NUMBER: 333-113433 FILM NUMBER: 04808188 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08530 BUSINESS PHONE: 6092822800 POS 8C 1 efc4-1035_5542589pos8c.txt MUNIYIELD As filed with the Securities and Exchange Commission on May 14, 2004 Securities Act File No. 333-113433 Investment Company Act File No. 811-06540 ============================================================================== 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. 2 [X] (Check appropriate box or boxes) ------------------ MuniYield Insured 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 MuniYield Insured 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. Andrew J. Donohue, Esq. SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT, L.P. 787 Seventh Avenue P.O. Box 9011 New York, New York 10019-6018 Princeton, New Jersey 08543-9011 ------------------ Title of Securities Being Registered: Common Stock, Par Value $.10 per share. No filing fee is required because of reliance on Section 24(f) under the Investment Company Act of 1940. This Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-14 (File No. 333-113433) (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 and Statement of Additional Information contained in Pre-Effective Amendment No. 1 to the N-14 Registration Statement, which was filed with the Securities and Exchange Commission on April 15, 2004. This Post-Effective Amendment No. 2 to the N-14 Registration Statement is being filed solely to file Articles of Amendment to the Registrant's Articles Supplementary, dated December 1, 1994, and the Registrant's Articles Supplementary dated January 22, 1997 (the "Articles of Amendment"), as Exhibit 1(e) to the N-14 Registration Statement. The Articles of Amendment relate to the right of holders of the Registrant's Auction Market Preferred Stock to vote with respect to certain matters. PART C OTHER INFORMATION Item 15. Indemnification. Section 2-418 of the General Corporation Law of the State of Maryland, Article VI of the Registrant's Articles of Incorporation, filed as Exhibit 1(a) hereto; Article VI of the Registrant's By-Laws, filed as Exhibit 2 hereto, and the Investment Advisory Agreement, a form of which is filed as Exhibit 6 hereto, provide for indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act"), may be provided 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 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 in connection with any successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities 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 1933 Act and will be governed by the final adjudication of such issue. Reference is made to (i) Section Six of the Purchase Agreement relating to the Registrant's Common Stock, a form of which previously was filed as an exhibit to the Common Stock Registration Statement (as defined below), and (ii) Section Seven of the Purchase Agreement relating to certain series of the Registrant's Auction Market Preferred Stock ("AMPS"), a form of which previously was filed as an exhibit to the AMPS Registration Statement (as defined below), for provisions relating to the indemnification of the applicable underwriter. Item 16. Exhibits. 1(a) -- Articles of Incorporation of the Registrant.(a) (b) -- Articles of Amendment to the Articles of Incorporation of the Registrant.(a) (c) -- Form of Articles Supplementary creating the Series A, Series B, Series C, Series D and Series E Auction Market Preferred Stock of the Registrant.(b) (d) -- Form of Articles Supplementary creating the Series F and Series G Auction Market Preferred Stock of the Registrant.(c) (e) -- Articles of Amendment to Articles Supplementary creating Auction Market Preferred Stock of the Registrant. 2 -- By-Laws of the Registrant.(d) 3 -- Not Applicable. 4 -- Form of Agreement and Plan of Reorganization between the Registrant and MuniInsured Fund, Inc. (e) 5(a) -- Copies of instruments defining the rights of stockholders, including the relevant portions of the Articles of Incorporation and the By-Laws of the Registrant.(f) (b) -- Form of specimen certificate for the common stock of the Registrant.(d) 6 -- Form of Investment Advisory Agreement between Registrant and Fund Asset Management, L.P.(d) 7(a) -- Form of Purchase Agreement for the common stock.(d) 5 (b) -- Form of Purchase Agreement for certain series of the AMPS.(g) (c) -- Form of Merrill Lynch Standard Dealer Agreement.(a) 8 -- Not applicable. 9 -- Form of Custody Agreement between the Registrant and State Street Bank and Trust Company ("State Street").(h) 10 -- Not applicable. 11 -- Opinion of Sidley Austin Brown & Wood LLP, counsel for the Registrant.(e) 12 -- Tax Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant.* 13(a) -- Form of Registrar, Transfer Agency and Service Agreement between the Registrant and Equiserve Trust Company, I.A.(i) (b) -- Form of Agreement of Resignation, Appointment and Acceptance among the Registrant, IBJ Whitehall Banks Trust Company and The Bank of New York.(i) (c) -- Form of Broker-Dealer Agreement.(b) (d) -- Form of Letter of Representations.(b) 14(a) -- Consent of Ernst & Young LLP, independent auditors for the Registrant.(e) (b) -- Consent of Deloitte & Touche LLP, independent auditors for MuniInsured Fund, Inc. (e) 15 -- Not applicable. 16 -- Power of Attorney.(j) 17 -- None. ____________________________ (a) Incorporated by reference to the Registrant's Registration Statement on Form N-2 relating to the Registrant's Common Stock (File Nos. 33-45058 and 811-06540) (the "Common Stock Registration Statement"). (b) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 relating to the Auction Market Preferred Stock (File Nos. 33-46025 and 811-06540). (c) Incorporated by reference to Exhibit 1(d) to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File Nos. 333-07823 and 811-06540), filed on August 21, 1996. (d) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant's Common Stock Registration Statement. (e) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 (File Nos. 333-113433 and 811-06540) (the "N-14 Registration Statement"), filed on April 15, 2004. (f) Reference is made to Article V, Article VI (sections 2, 3, 4, 5 and 6), Article VII, Article VIII, Article X, Article XI, Article XII and Article XIII of the Registrant's Articles of Incorporation, filed as Exhibit 1(a) hereto, and to Article II, Article III (sections 1, 2, 3, 5 and 17), Article VI, Article VII, Article XII, Article XIII and Article XIV of the Registrant's By-Laws filed as Exhibit 2 hereto. (g) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 relating to the AMPS (File Nos. 33-46025 and 811-06540). (h) Incorporated by reference to Exhibit 7 to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of Merrill Lynch Maryland Municipal Bond Fund, a series of Merrill Lynch Multi-State Municipal Series Trust (File No. 33-49873), filed on October 30, 2001. (i) Incorporated by reference to Exhibit 13(c) to the Registration Statement on Form N-14 of MuniYield Fund, Inc. (File No. 333-65242), filed on September 14, 2001. (j) Incorporated by reference to the N-14 Registration Statement, filed on March 9, 2004. * To be filed by amendment. 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 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 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 filed 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 a new 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, an opinion of counsel as to certain tax matters within a reasonable time after receipt of such opinion. SIGNATURES As required by the Securities Act of 1933, this Pre-Effective Amendment to the Registration Statement has been signed on behalf of the Registrant, in the Township of Plainsboro and State of New Jersey, on the 14th day of May, 2004. MUNIYIELD INSURED FUND, INC. (Registrant) By: /s/ DONALD C. BURKE -------------------- (Donald C. Burke, Vice President and Treasurer) As required by the Securities Act of 1933, this Pre-Effective Amendment to the 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 (Donald C. Burke) and Accounting Officer) JAMES H. BODURTHA * Director ------------------- (James H. Bodurtha) JOE GRILLS * Director ------------------- (Joe Grills) HERBERT I. LONDON * Director ------------------- (Herbert I. London) ANDRE F. PEROLD * Director ----------------- (Andre F. Perold) ROBERTA C. RAMO * Director ----------------- (Roberta C. Ramo) ROBERT S. SALOMON , JR.* Director ------------------------- (Robert S. Salomon, Jr.) STEPHEN B. SWENSRUD * Director --------------------- (Stephen B. Swensrud) *By: /s/ DONALD C. BURKE May 14, 2004 ------------------- (Donald C. Burke, Attorney-in-Fact) EXHIBIT INDEX Exhibit Number Description ------ ----------- 1(e) -- Articles of Amendment to Articles Supplementary creating Auction Market Preferred Stock of the Registrant. EX-99.1E 2 efc4-1035_ex991e.txt Exhibit 99.1(e) MUNIYIELD INSURED FUND, INC. Articles of Amendment to Articles Supplementary creating Auction Market Preferred Stock(R) MUNIYIELD INSURED FUND, INC., a Maryland corporation having its principal Maryland office in the City of Baltimore (the "Corporation"), certifies to the Maryland State Department of Assessments and Taxation that: First: (a) The Articles Supplementary, filed on May 19, 1992, and the Articles Supplementary, filed on December 1, 1994, each creating 1,100 shares of Series A Auction Market Preferred Stock ("AMPS(R)"), 1,100 shares of Series B AMPS(R), 1,100 shares of Series C AMPS(R), 1,100 shares of Series D AMPS(R), and 2,000 shares of Series E AMPS(R) are each hereby amended by these Articles of Amendment in the manner set forth below. (b) The Articles Supplementary, filed on January 22, 1997, creating 2,400 shares of Series F AMPS(R) and 2,400 shares of Series G AMPS(R), are hereby amended by these Articles of Amendment in the manner set forth below. (c) In each of the Articles Supplementary referenced above, paragraph (c) of Section 5 thereof entitled "Right to Vote with Respect to Certain Other Matters" is deleted in its entirety and replaced with the following: (c) Right to Vote with Respect to Certain Other Matters. So long as any shares of AMPS are outstanding, the Corporation shall not, without the affirmative vote of the holders of a majority of the shares of the Preferred Stock Outstanding at the time, voting separately as one class: (i) authorize, create or issue any class or series of stock ranking prior to the AMPS or any other series of Preferred Stock with respect to payment of dividends or the distribution of assets on liquidation, or (ii) amend, alter or repeal the provisions of the Charter, whether by merger, consolidation or - -------- (R) Registered trademark of Merrill Lynch & Co. Inc. otherwise, so as to adversely affect any of the contract rights expressly set forth in the Charter of holders of shares of AMPS or any other Preferred Stock. To the extent permitted under the 1940 Act, in the event shares of more than one series of AMPS are outstanding, the Corporation shall not approve any of the actions set forth in clause (i) or (ii) which adversely affects the contract rights expressly set forth in the Charter of a Holder of shares of a series of AMPS differently than those of a Holder of shares of any other series of AMPS without the affirmative vote of the holders of at least a majority of the shares of AMPS of each series adversely affected and outstanding at such time (each such adversely affected series voting separately as a class). The Corporation shall notify Moody's and S&P 10 Business Days prior to any such vote described in clause (i) or (ii). Unless a higher percentage is provided for under the Charter, the affirmative vote of the holders of a majority of the outstanding shares of Preferred Stock, including AMPS, voting together as a single class, will be required to approve any plan of reorganization (including bankruptcy proceedings) adversely affecting such shares or any action requiring a vote of security holders under Section 13(a) of the 1940 Act. The class vote of holders of shares of Preferred Stock, including AMPS, described above will in each case be in addition to a separate vote of the requisite percentage of shares of Common Stock and shares of Preferred Stock, including AMPS, voting together as a single class necessary to authorize the action in question. Second: The foregoing amendment to each of the Articles Supplementary referenced above has been effected in the manner and by the vote required by the charter of the Corporation (the "Charter") and the laws of the State of Maryland. Each such amendment has been duly advised, approved, and adopted by a majority of the entire Board of Directors of the Corporation, and by a majority of the outstanding Common Stock and AMPS voting together as a single class and by a majority of the outstanding AMPS voting together as a separate class. Third: Except as amended hereby, the Charter and each Articles Supplementary referenced above shall remain in full force and effect. Fourth: The authorized capital stock of the Corporation has not been increased by these Articles of Amendment. Fifth: These Articles of Amendment shall be effective immediately upon the acceptance for recording or filing by the Maryland State Department of Assessments and Taxation. IN WITNESS WHEREOF, MUNIYIELD INSURED FUND, INC. has caused these Articles of Amendment to be signed in its name and on its behalf by its Vice President and Treasurer, a duly authorized officer of the Corporation, and attested by its Secretary as of March 26, 2004. MUNIYIELD INSURED FUND, INC. By /s/ Donald C. Burke ------------------------------- Name: Donald C. Burke Title: Vice President and Treasurer Attest: /s/ Phillip S. Gillespie - ----------------------------------- Name: Phillip S. Gillespie Title: Secretary THE UNDERSIGNED, Vice President and Treasurer of MUNIYIELD INSURED FUND, INC. (the "Corporation"), who executed on behalf of the Corporation the foregoing Articles of Amendment to Articles Supplementary, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles of Amendment to be the corporate act of the Corporation and further certifies that, to the best of his knowledge, information and belief, these matters and facts contained herein with respect to the authorization and approval hereof are true in all material respects and that this statement is made under the penalties for perjury. MUNIYIELD INSURED FUND, INC. By /s/ Donald C. Burke --------------------------------- Name: Donald C. Burke Title: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----