As filed with the Securities and Exchange Commission on July 2, 2002
Securities Act File No. 333-76504
Investment Company Act File No. 811-02688
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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
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[ ] Pre-Effective Amendment No. [X] Post-Effective Amendment No. 1
(Check appropriate box or boxes)
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MERRILL LYNCH MUNICIPAL BOND 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
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)
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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
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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. 333-76504) (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 Joint Proxy
Statement and Prospectus filed on February 12, 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
Connecticut Municipal Bond Fund, Merrill Lynch Maryland Municipal Bond Fund,
Merrill Lynch Minnesota Municipal Bond Fund, and Merrill Lynch Texas Municipal
Bond Fund, each a series of Merrill Lynch Multi-State Municipal Series Trust
into the National Portfolio of the Registrant.
2
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 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
Connecticut Municipal Bond Fund, Merrill Lynch Maryland
Municipal Bond Fund, Merrill Lynch Minnesota Municipal Bond
Fund, and Merrill Lynch Texas Municipal Bond Fund into the
National Portfolio of 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 Arizona Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
14(c) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Connecticut Municipal Bond Fund of Merrill
Lynch Multi-State Municipal Series Trust.(j)
14(d) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Maryland Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
14(e) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Massachusetts Municipal Bond Fund of Merrill
Lynch Multi-State Municipal Series Trust.(j)
14(f) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Michigan Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
14(g) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Minnesota Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
14(h) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch North Carolina Municipal Bond Fund of Merrill
Lynch Multi-State Municipal Series Trust.(j)
14(i) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Ohio Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
14(j) -- Consent of Deloitte & Touche LLP, independent auditors for
Merrill Lynch Texas Municipal Bond Fund of Merrill Lynch
Multi-State 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 14, 2001,
of Merrill Lynch Arizona Municipal Bond Fund of Merrill Lynch
Multi-State Municipal Series Trust.(j)
17(d) -- Prospectus, dated November 14, 2001, of Merrill Lynch
Connecticut Municipal Bond Fund of Merrill Lynch Multi-State
Municipal Series Trust.(j)
17(e) -- Prospectus, dated November 14, 2001, of Merrill Lynch Maryland
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust.(j)
17(f) -- Prospectus, dated November 14, 2001, of Merrill Lynch
Massachusetts Municipal Bond Fund of Merrill Lynch Multi-State
Municipal Series Trust.(j)
17(g) -- Prospectus, dated November 14, 2001, of Merrill Lynch Michigan
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust.(j)
17(h) -- Prospectus, dated November 14, 2001, of Merrill Lynch Minnesota
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust.(j)
17(i) -- Prospectus, dated November 14, 2001, of Merrill Lynch North
Carolina Municipal Bond Fund of Merrill Lynch Multi-State
Municipal Series Trust.(j)
17(j) -- Prospectus, dated November 14, 2001, of Merrill Lynch Ohio
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust.(j)
17(k) -- Prospectus, dated November 14, 2001, of Merrill Lynch Texas
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust.(j)
17(l) -- Annual Report to Shareholders of the Registrant, as of June 30,
2001.(j)
17(m) -- Annual Report to Shareholders of Merrill Lynch Arizona Municipal
Bond Fund of Merrill Lynch Multi-State Municipal Series Trust,
as of July 31, 2001.(j)
17(n) -- Annual Report to Shareholders of Merrill Lynch Connecticut
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust, as of July 31, 2001.(j)
17(o) -- Annual Report to Shareholders of Merrill Lynch Maryland
Municipal Bond Fund of Merrill Lynch
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Multi-State Municipal Series Trust, as of July 31, 2001.(j)
17(p) -- Annual Report to Shareholders of Merrill Lynch Massachusetts
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust, as of July 31, 2001.(j)
17(q) -- Annual Report to Shareholders of Merrill Lynch Michigan
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust, as of July 31, 2001.(j)
17(r) -- Annual Report to Shareholders of Merrill Lynch Minnesota
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust, as of July 31, 2001.(j)
17(s) -- Annual Report to Shareholders of Merrill Lynch North Carolina
Municipal Bond Fund of Merrill Lynch Multi-State Municipal
Series Trust, as of July 31, 2001.(j)
17(t) -- Annual Report to Shareholders of Merrill Lynch Ohio Municipal
Bond Fund of Merrill Lynch Multi-State Municipal Series Trust,
as of July 31, 2001.(j)
17(u) -- Annual Report to Shareholders of Merrill Lynch Texas Municipal
Bond Fund of Merrill Lynch Multi-State Municipal Series Trust,
as of July 31, 2001.(j)
_________________
(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 Joint Proxy Statement and Prospectus filed
on February 12, 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 10, 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 10, 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.
C-4
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 2nd day of July, 2002.
MERRILL LYNCH MUNICIPAL BOND FUND, INC.
(Registrant)
By: /s/ Donald C. Burke
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(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 July 2, 2002
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(Donald C. Burke, Attorney-in-Fact)
C-5
EXHIBIT INDEX
Exhibit
Number 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 Connecticut
Municipal Bond Fund, Merrill Lynch Maryland Municipal Bond Fund,
Merrill Lynch Minnesota Municipal Bond Fund, and Merrill Lynch
Texas Municipal Bond Fund into the National Portfolio of the
Registrant.
C-6