-----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, RXndYeHPTCL7FVrnD6wK23mt05DJb9i2dIP01xdEkbYVfh8NNIrZpVXOb1gIZd19 50RI75Wh1WP4gK3BOPWyqQ== 0000905148-04-002876.txt : 20040623 0000905148-04-002876.hdr.sgml : 20040623 20040623170725 ACCESSION NUMBER: 0000905148-04-002876 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040623 EFFECTIVENESS DATE: 20040623 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 EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-113433 FILM NUMBER: 04877831 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08530 BUSINESS PHONE: 6092822800 POS EX 1 efc4-1239_5562999posex.txt As filed with the Securities and Exchange Commission on June 23, 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. 4 [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. 4 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. 4 to the N-14 Registration Statement is being filed solely to file an opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant, as Exhibit 12 to the N-14 Registration Statement. The tax opinion relates to the reorganization of MuniInsured Fund, Inc. into the Registrant. 2 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.(d) 2 -- By-Laws of the Registrant.(e) 3 -- Not Applicable. 4 -- Form of Agreement and Plan of Reorganization between the Registrant and MuniInsured Fund, Inc. (f) 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.(g) (b) -- Form of specimen certificate for the common stock of the Registrant.(e) 6 -- Form of Investment Advisory Agreement between Registrant and Fund Asset Management, L.P.(e) 7(a) -- Form of Purchase Agreement for the common stock.(e) C-1 (b) -- Form of Purchase Agreement for certain series of the AMPS.(h) (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").(i) 10 -- Not applicable. 11 -- Opinion of Sidley Austin Brown & Wood LLP, counsel for the Registrant.(f) 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.(j) (b) -- Form of Agreement of Resignation, Appointment and Acceptance among the Registrant, IBJ Whitehall Banks Trust Company and The Bank of New York.(j) (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.(f) (b) -- Consent of Deloitte & Touche LLP, independent auditors for MuniInsured Fund, Inc. (f) 15 -- Not applicable. 16 -- Power of Attorney.(k) 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 Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-14 (File Nos. 333-113433 and 811-06540) (the "N-14 Registration Statement"), filed on May 14, 2004. (e) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant's Common Stock Registration Statement. (f) 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. (g) 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. (h) 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). (i) 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. C-2 (j) 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. (k) Incorporated by reference to the N-14 Registration Statement, filed on March 9, 2004. 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. C-3 SIGNATURES As required by the Securities Act of 1933, this Post-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 23rd day of June, 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 Post-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 and Accounting (Donald C. Burke) 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 June 23, 2004 ------------------- (Donald C. Burke, Attorney-in-Fact)
C-4 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 12 -- Tax Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the Registrant. C-5 EX-12 2 efc4-1239_5564351ex12.txt EXHIBIT 12 SIDLEY AUSTIN BROWN & WOOD LLP BEIJING 787 SEVENTH AVENUE LOS ANGELES ---- NEW YORK, NEW YORK 10019 ---- BRUSSELS TELEPHONE 212 839 5300 NEW YORK ---- FACSIMILE 212 839 5599 ---- CHICAGO www.sidley.com SAN FRANCISCO ---- ---- DALLAS FOUNDED 1866 SHANGHAI ---- ---- GENEVA SINGAPORE ---- ---- HONG KONG TOKYO ---- ---- LONDON WASHINGTON, D.C. June 7, 2004 MuniYield Insured Fund, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 MuniInsured Fund, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Re: Reorganization of MuniYield Insured Fund, Inc. and MuniInsured Fund, Inc. ---------------------------------------------- Ladies and Gentlemen: You have requested our opinion as to certain Federal income tax consequences of the acquisition by MuniYield Insured Fund, Inc. ("MuniYield"), of substantially all of the assets of, and the assumption by MuniYield of substantially all of the liabilities of, MuniInsured Fund, Inc. ("MuniInsured"), and the simultaneous distribution of newly-issued shares of common stock, par value $.10 per share (the "Reorganization"), to the stockholders of MuniInsured. After the Reorganization, MuniInsured 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 Maryland law. This opinion letter is furnished pursuant to (i) the sections entitled "Agreement and Plan of Reorganization - Procedure" and "Agreement and Plan of Reorganization - Terms of the Agreement and Plan of Reorganization - Amendments and Conditions" in the Joint Proxy Statement and Prospectus, dated April 15, 2004, contained in the Registration Statement on Form N-14 (File No. 333-113433) of MuniYield, as amended and supplemented to date (the "N-14 Registration Statement"), and (ii) Sections 8(g) and 9(h) of the Agreement and Plan of Reorganization, dated April 14, 2004, by and between MuniYield and MuniInsured (the "Plan") Sidley Austin Brown & Wood LLP New York MuniYield Insured Fund, Inc. MuniInsured Fund, Inc. June 7, 2004 Page 2 as a condition of closing. 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) certain representations concerning the Reorganization made by (i) MuniYield in a letter dated June 7, 2004 and (ii) MuniInsured in a letter dated June 7, 2004 (together, the "Representations"). 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 MuniYield of substantially all of the assets of MuniInsured, 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 MuniYield and MuniInsured 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, MuniInsured will not recognize any gain or loss either on the transfer of substantially all of its assets to MuniYield in exchange solely for shares of common stock of MuniYield ("MuniYield common stock") or on the simultaneous distribution of MuniYield common stock to the stockholders of MuniInsured. 3. Under section 1032 of the Code, MuniYield will recognize no gain or loss as a result of the Reorganization. 4. In accordance with section 354(a)(1) of the Code, stockholders of MuniInsured will recognize no gain or loss on the exchange of their corresponding shares of common stock of MuniInsured solely for shares of common stock of MuniYield, except to the extent that a stockholder of MuniInsured receives cash in lieu of fractional shares of common stock of MuniYield. 5. The basis of the assets of MuniInsured received by MuniYield will be the same as the basis of such assets to MuniInsured immediately before the Reorganization under section 362(b) of the Code. 6. Under section 358 of the Code, the basis of the shares of common stock of MuniYield received by stockholders of MuniInsured will be the same as the basis of the corresponding shares of common stock of MuniInsured exchanged pursuant to the Reorganization. Sidley Austin Brown & Wood LLP New York MuniYield Insured Fund, Inc. MuniInsured Fund, Inc. June 7, 2004 Page 3 7. Under section 1223 of the Code, the holding period of the shares of common stock of MuniYield received in the Reorganization will include the holding period of the corresponding shares of common stock of MuniInsured 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. The holding period of the assets acquired by MuniYield from MuniInsured will include the period during which such assets were held by MuniInsured under section 1223 of the Code. 9. The payment of cash to stockholders of MuniInsured in lieu of fractional shares of common stock of MuniYield will be treated as though the fractional shares were distributed as part of the Reorganization and then redeemed by MuniYield. The cash payment will be treated as a distribution in full payment for the fractional share of common stock of MuniInsured deemed redeemed under section 302(a) of the Code, with the result that such MuniInsured stockholder will have short-term or long-term capital gain or loss to the extent that the cash distribution differs from the basis allocable to such stockholder's fractional share. 10. Pursuant to section 381(a) of the Code and section 1.381(a)-1 of the Income Tax Regulations, MuniYield will succeed to and take into account the items of MuniInsured 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 tax year of MuniInsured will end on the date of the Reorganization. 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 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-----