As filed with the Securities and Exchange Commission on January 18, 2002
Securities Act File No. 333-65242
Investment Company Act File No. 811-06435
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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MUNIYIELD FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(609) 282-2800
(AREA CODE AND TELEPHONE NUMBER)
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800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:
NUMBER, STREET, CITY, STATE, ZIP CODE)
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TERRY K. GLENN
MUNIYIELD 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)
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Copies To:
FRANK P. BRUNO, ESQ. PHILIP L. KIRSTEIN, ESQ.
SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT
875 THIRD AVENUE 800 SCUDDERS MILL ROAD
NEW YORK, NY 10022-6225 PLAINSBORO, NJ 08536
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This amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C of the Registration Statement (including signature page).
The Proxy Statement and Prospectus are incorporated by reference from
Pre-Effective Amendment No. 1 to this Registration Statement (File No.
333-65242) filed on September 14, 2001.
This amendment is being filed solely to file as Exhibit No. 12 to this
Registration Statement the Opinion of Sidley Austin Brown & Wood LLP, relating
to certain tax matters.
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, a form of which was
previously filed as Exhibit 1(a) to the N-14 Registration Statement (defined
below), By-Laws, which was previously filed as Exhibit 2 to the N-14
Registration Statement, and the Investment Advisory Agreement, a form of which
was previously filed as Exhibit 6 to the 14 Registration Statement, 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 1933 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 6 of the Purchase Agreement relating to
the Registrant's Common Stock, a form of which was filed as Exhibit 7(a) to
the Pre-Effective Amendment No. 1 to the N-14 Registration Statement, and (ii)
Section 7 of the Purchase Agreement relating to the Registrant's auction
market preferred stock ("AMPS"), a form of which was filed as Exhibit 7(b) to
the Pre-Effective Amendment No. 1 to the N-14 Registration Statement for
provisions relating to the indemnification of the underwriter.
Item 16. Exhibits.
1 (a)-- Articles of Incorporation of the Registrant, dated September 20,
1991. (a)
(b)-- Articles of Amendment to the Articles of Incorporation of the
Registrant, dated November 15, 1991. (a)
(c)-- Articles Supplementary creating the Registrant's Five Series of
AMPS. (a)
(d)-- Articles of Amendment to Articles Supplementary creating the
Registrant's Five Series of AMPS, dated November 13, 1992. (a)
(e)-- Articles of Amendment to Articles Supplementary creating the
Registrant's Five Series of AMPS, dated November 30, 1994. (d)
(f)-- Articles of Amendment to Articles Supplementary creating the
Registrant's Five Series of AMPS, dated November 30, 1994. (a)
(g)-- Articles of Amendment to the Articles Supplementary creating the
Registrant's Five Series of AMPS, dated June 23, 1999. (a)
3
(h)-- Form of Articles Supplementary creating the Registrant's Series F
AMPS. (c )
2 -- By-Laws of the Registrant. (a)
3 -- Not Applicable.
4 -- Form of Agreement and Plan of Reorganization among the Registrant
and Merrill Lynch Municipal Strategy Fund, Inc. ("Municipal
Strategy") (included as Appendix II to the Proxy Statement and
Prospectus contained in the N-14 Registration Statement).
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. (b)
(b)-- Form of specimen certificate for the Common Stock of the Registrant.
(a)
(c)-- Form of specimen certificate for the AMPS of the Registrant. (d)
6 -- Investment Advisory Agreement between Registrant and Fund Asset
Management, L.P. ("FAM"). (a)
7 (a)-- Form of Purchase Agreement for the Common Stock of the Registrant.
(d)
(b)-- Form of Purchase Agreement for the AMPS of the Registrant. (d)
(c)-- Form of Merrill Lynch Standard Dealer Agreement.(d)
8 -- Not applicable.
9 -- Custodian Contract between the Registrant and The Bank of New York
("BONY"). (d)
10 -- Form of Terms and Conditions of Amended Automatic Dividend
Reinvestment Plan. (a)
11 -- Opinion and Consent of Sidley Austin Brown & Wood LLP, counsel for
the Registrant. (d)
12 -- Opinion of Sidley Austin Brown & Wood LLP, relating to certain tax
matters.
13 (a)-- Form of Registrar, Transfer Agency and Service Agreement between the
Registrant and BONY.(d)
(b)-- Form of Auction Agent Agreement between the Registrant and BONY. (d)
(c)-- Form of Agreement of Resignation, Appointment and Acceptance between
the Registrant, IBJ Whitehall Bank & Trust Company and BONY. (d)
(d)-- Form of Broker-Dealer Agreement. (d)
(e)-- Form of Letter of Representations. (d)
14 (a)-- Consent of Deloitte & Touche LLP, independent auditors for the
Registrant. (d)
(b)-- Consent of Deloitte & Touche LLP, independent auditors for Municipal
Strategy. (d)
15 -- Not applicable.
16 -- Power of Attorney. (e)
17 -- Not applicable.
- -------- --------
(a) Refiled on July 17, 2001, as an Exhibit to the Registrant's Registration
Statement on Form N-14 (File No. 333-65242) (the "N-14 Registration
Statement") pursuant to Electronic Data Gathering, Analysis and Retrieval
(EDGAR) requirements.
(b) 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, previously filed as
Exhibit 1(a) to the N-14 Registration Statement, 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
previously filed as Exhibit 2 to
4
the N-14 Registration Statement, and to the Form of Articles
Supplementary relating to the Registrant's Five Series of AMPS, filed as
Exhibit 1(c) to the N-14 Registration Statement. Reference is also made
to the Forms of Articles Supplementary relating to the Registrant's
Series F AMPS filed as Exhibit 1(h) to the N-14 Registration Statement.
(c) Filed on July 17, 2001 as an Exhibit to the N-14 Registration Statement.
(d) Filed on September 14, 2001 as an Exhibit to Pre-Effective Amendment No. 1
to the N-14 Registration Statement.
(e) Included on the signature page of the N-14 Registration Statement filed on
July 17, 2001 and incorporated herein by reference.
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.
5
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 18th day of January, 2002.
MUNIYIELD 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.
Signatures Title Date
---------- ----- ----
TERRY K. GLENN* President (Principal Executive
------------------ Officer) and Director
(Terry K. Glenn)
Vice President and Treasurer
DONALD C. BURKE* (Principal Financial and
------------------- Accounting Officer)
(Donald C. Burke)
JAMES H. BODURTHA*
-------------------
(James H. Bodurtha) Director
HERBERT I. LONDON*
-------------------
(Herbert I. London) Director
JOSEPH L. MAY*
-------------------
(Joseph L. May) Director
ANDRE F. PEROLD*
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(Andre F. Perold) Director
ROBERTA COOPER RAMO*
------------------------
(Roberta Cooper Ramo) Director
*By: /s/ DONALD C. BURKE
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(Donald C. Burke,
Attorney-in-Fact) January 18, 2002
6
EXHIBIT INDEX
Description
12 - Opinion of Sidley Austin Brown & Wood LLP, relating to certain tax matters.
SIDLEY AUSTIN BROWN & WOOD LLP
EXHIBIT 12
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LOS ANGELES www.sidley.com LONDON
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WASHINGTON, D.C. TOKYO
WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS
November 19, 2001
MuniYield Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Municipal Strategy Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Re: Reorganization of MuniYield Fund, Inc. and Merrill Lynch
Municipal Strategy Fund, Inc.
-----------------------------
Ladies and Gentlemen:
You have requested our opinion as to certain Federal income tax
consequences of the acquisition by MuniYield Fund, Inc. ("MuniYield") of
substantially all of the assets and the assumption by MuniYield of
substantially all of the liabilities of Merrill Lynch Municipal Strategy Fund,
Inc. ("MuniStrategy") and the simultaneous distribution of newly-issued
MuniYield shares to MuniStrategy shareholders (the "Reorganization"). After
the Reorganization, MuniStrategy will cease operations, 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 September
14, 2001 and (ii) Sections 8(g) and 9(g) of the Agreement and Plan of
Reorganization dated September 13, 2001, by and between MuniStrategy
November 19, 2001
Page 4
and MuniYield (the "Plan") 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 Registration Statement on Form N-14 (File No. 333-65242),
Pre-Effective Amendment No. 1 thereto and a copy of the Joint Proxy Statement
and Prospectus and the Statement of Additional Information as filed under Rule
497 under the Securities Act of 1933, as amended (the "1933 Act")
(collectively, the "N-14 Registration Statement") under the 1933 Act and the
Investment Company Act of 1940, as amended, filed by MuniYield with the
Securities and Exchange Commission, and (c) certain representations concerning
the Reorganization made by MuniYield and MuniStrategy in letters dated
November 19, 2001 (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
MuniStrategy, 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 MuniStrategy each will 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, MuniStrategy will not
recognize any gain or loss either on the transfer of substantially all of its
assets to MuniYield in exchange solely for voting shares of MuniYield or on
the distribution of the MuniYield shares received to its shareholders.
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, shareholders of
MuniStrategy will not recognize gain or loss on the exchange of their shares
for shares of MuniYield, except to the extent that a shareholder receives cash
in lieu of fractional shares of MuniYield common stock.
5. The basis of the assets of MuniStrategy received by MuniYield will be
the same as the basis of such assets to MuniStrategy immediately before the
Reorganization under Section 362(b) of the Code.
6. Under Section 358 of the Code, the basis of the MuniYield shares
received by MuniStrategy shareholders will be the same as the basis of the
shares exchanged pursuant to the Reorganization.
7. Under Section 1223 of the Code, the holding period of the MuniYield
shares received in the Reorganization will include the holding period of the
MuniStrategy shares
exchanged therefor, 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 MuniYield Fund from
MuniStrategy will include the period during which such assets were held by
MuniStrategy under Section 1223 of the Code.
9. The payment of cash to MuniStrategy shareholders in lieu of fractional
shares 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 shares deemed redeemed under section 302(a), with the result that
such MuniStrategy shareholders 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 shareholders' fractional shares.
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 MuniStrategy 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), the tax year of
MuniStrategy 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