As filed with the Securities and Exchange Commission on August 5, 2002
Securities Act File No. 333-77042
Investment Company Act File No. 811-09637
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U.S. 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. [ ]
Post-Effective Amendment No. 1 [X]
(Check appropriate box or boxes)
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Merrill Lynch Large Cap Series Funds, 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 Large Cap Series Funds, 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:
Philip L. Kirstein, Esq. Laurin Blumenthal Kleiman, Esq.
Fund Asset Management, L.P. Sidley Austin Brown & Wood LLP
800 Scudders Mill Road 787 Seventh Avenue
Plainsboro, New Jersey 08536 New York, New York 10019-6018
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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, as amended.
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This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 (File No. 333-77042) (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 pages).
Parts A and B are incorporated herein by reference from the Registrant's
Proxy Statement and Prospectus filed on February 19, 2002 under Rule 497 under
the Securities Act of 1933, as amended (the "Securities Act").
This Post-Effective Amendment No. 1 is being filed to file as Exhibit No.
12 to this Registration Statement the Tax Opinion of Sidley Austin Brown & Wood
LLP, tax counsel for the Registrant, and to file as Exhibit 16 to this
Registration Statement a power of attorney executed by each of the current
members of the Registrant's Board of Directors. The tax opinion relates to the
reorganization of Merrill Lynch Premier Growth Fund, Inc., Master Premier Growth
Trust, Merrill Lynch Mid Cap Growth Fund, Inc., Master Mid Cap Growth Trust,
Merrill Lynch Large Cap Growth Fund, a series of the Registrant, and Master
Large Cap Series Trust.
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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 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 -- Articles of Incorporation of the Registrant, filed October 20, 1999.(a)
2 -- By-Laws of the Registrant.(a)
3 -- Not applicable.
4 -- Form of Agreement and Plan of Reorganization among Merrill Lynch Large Cap Growth Fund, a series of the
Registrant, Master Large Cap Series Trust, Master Premier Growth Trust, Merrill Lynch Premier Growth Fund, Inc.,
Master Mid Cap Growth Trust and Merrill Lynch Mid Cap Growth Fund, Inc. (g)
5 -- Portions of the Articles of Incorporation and By-Laws of the Registrant defining the rights of holders of
shares of common stock of the Registrant.(b)
6 -- None.
7 -- Form of Unified Distribution Agreement between the Registrant and FAM Distributors, Inc. (the "Distributor").(d)
8 -- None.
9 -- None.
10(a) -- Form of Unified Class B Distribution Plan of the Registrant.(e)
10(b) -- Form of Unified Class C Distribution Plan of the Registrant.(e)
10(c) -- Form of Unified Class D Distribution Plan of the Registrant.(e)
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10(d) -- Merrill Lynch Select PricingSM System Plan pursuant to Rule l8f-3.(c)
11 -- Opinion and Consent of Sidley Austin Brown & Wood LLP, counsel for the Registrant.(h)
12 -- Tax opinion of Sidley Austin Brown & Wood LLP.
13 -- Not applicable.
14(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant.(h)
14(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Premier Growth Fund, Inc.(h)
14(c) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Mid Cap Growth Fund, Inc.(h)
15 -- Not applicable.
16 -- Power of Attorney.
17(a) -- Prospectus, dated January 14, 2002, of the Registrant.(h)
17(b) -- Statement of Additional Information, dated January 14, 2002, of the Registrant.(h)
17(c) -- Prospectus, dated March 21, 2001, of Merrill Lynch Premier Growth Fund, Inc.(h)
17(d) -- Prospectus, dated December 26, 2001, of Merrill Lynch Mid Cap Growth Fund, Inc.(h)
17(e) -- Annual Report to Stockholders of the Registrant for the fiscal year ended October 31, 2001.(h)
17(f) -- Annual Report to Stockholders of Merrill Lynch Premier Growth Fund, Inc. for the fiscal year ended
November 30, 2001.(h)
17(g) -- Annual Report to Stockholders of Merrill Lynch Mid Cap Growth Fund, Inc. for the fiscal year ended
August 31, 2001.(h)
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(a) Filed on October 20, 1999 as an Exhibit to the Registrant's Registration
Statement on Form N-1A under the Securities Act of 1933, as amended (File
No. 333-89389) (the "Registration Statement").
(b) Reference is made to Article II, Article IV, Article V (sections 2, 3, 4,
6, 7 and 8), Article VI, Article VII and Article IX of the Registrant's
Articles of Incorporation, filed as Exhibit (1) to the Registration
Statement, and to Article II, Article III (sections 1, 3, 5, 6 and 17)
Article VI, Article VII, Article XII, Article XIII and Article XIV of the
Registrant's By-Laws filed as Exhibit (2) to the Registration Statement.
(c) Filed on December 22, 1999 as an Exhibit to Pre-Effective Amendment No. 1
to the Registration Statement.
(d) Incorporated by reference to Exhibit 5 to the Registration Statement on
Form N-1A of Merrill Lynch Mid Cap Growth Fund, Inc. (File No.
811-10025), filed on July 21, 2000.
(e) Incorporated by reference to Exhibit 13 to the Registration Statement on
Form N-1A of Merrill Lynch Mid Cap Growth Fund, Inc. (File No.
811-10025), filed on July 21, 2000.
(f) Incorporated by reference to Exhibit 15 to Post Effective Amendment No. 9
to the Registration Statement on Form N-1A of Merrill Lynch Multi-State
Limited Maturity Municipal Series Trust (File No. 33-50417) filed on
November 22, 2000.
(g) Included as Exhibit I to the Registrant's Proxy Statement and Prospectus,
filed on February 19, 2002 under Rule 497 under the Securities Act.
(h) Filed on January 18, 2002 as an Exhibit to the Registrant's N-14
Registration Statement.
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.
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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 5th day of August, 2002.
MERRILL LYNCH LARGE CAP SERIES FUNDS, 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 date
indicated.
Signatures Title Date
TERRY K. GLENN* President (Principal Executive Officer)
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(Terry K. Glenn) and Director
DONALD C. BURKE* Vice President and Treasurer
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(Donald C. Burke) (Principal Financial
and Accounting Officer)
JAMES H. BODURTHA* Director
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(James H. Bodurtha)
JOE GRILLS* Director
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(Joe Grills)
HERBERT I. LONDON* Director
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(Herbert I. London)
ANDRE F. PEROLD* Director
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(Andre F. Perold)
ROBERTA COOPER RAMO* Director
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(Roberta Cooper Ramo)
ROBERT S. SALOMON, JR.* Director
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(Robert S. Salomon, Jr.)
MELVIN R. SEIDEN* Director
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(Melvin R. Seiden)
STEPHEN B. SWENSRUD* Director
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(Stephen B. Swensrud)
August 5, 2002
*By /s/ Donald C. Burke
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(Donald C. Burke, Attorney-in-Fact)
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SIGNATURES
Master Large Cap Series Trust has duly caused this Registration Statement
of Merrill Lynch Large Cap Series Funds, Inc. to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Township of Plainsboro and
State of New Jersey, on the 5th day of August, 2002.
MASTER LARGE CAP SERIES TRUST
(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 date
indicated.
Signatures Title Date
TERRY K. GLENN* President (Principal Executive Officer)
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(Terry K. Glenn) and Trustee
DONALD C. BURKE* Vice President and Treasurer
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(Donald C. Burke) (Principal Financial
and Accounting Officer)
JAMES H. BODURTHA* Trustee
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(James H. Bodurtha)
JOE GRILLS* Trustee
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(Joe Grills)
HERBERT I. LONDON* Trustee
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(Herbert I. London)
ANDRE F. PEROLD* Trustee
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(Andre F. Perold)
ROBERTA COOPER RAMO* Trustee
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(Roberta Cooper Ramo)
ROBERT S. SALOMON, JR.* Trustee
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(Robert S. Salomon, Jr.)
MELVIN R. SEIDEN* Trustee
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(Melvin R. Seiden)
STEPHEN B. SWENSRUD* Trustee
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(Stephen B. Swensrud)
August 5, 2002
*By /s/ Donald C. Burke
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(Donald C. Burke, Attorney-in-Fact)
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EXHIBIT INDEX
Description
12 --- Tax opinion of Sidley Austin Brown & Wood LLP, tax counsel for
the Registrant.
16 --- Power of Attorney
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