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
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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.
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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 .
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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)
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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)
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(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.
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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.
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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
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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
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(Ronald W. Forbes)
CYNTHIA A. MONTGOMERY* Director
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(Cynthia A. Montgomery)
CHARLES C. REILLY* Director
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(Charles C. Reilly)
KEVIN A. RYAN* Director
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(Kevin A. Ryan)
ROSCOE S. SUDDARTH* Director
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(Roscoe S. Suddarth)
RICHARD R. WEST* Director
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(Richard R. West)
EDWARD D. ZINBARG* Director
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(Edward D. Zinbarg)
*By: /s/ DONALD C. BURKE April 23, 2002
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(Donald C. Burke, Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
Number
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Description
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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.
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