As filed with the Securities and Exchange Commission on September 17, 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. 2
(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 787 Seventh Avenue 800 Scudders Mill Road
New York, NY 10166 New York, NY 10019 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. 2 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. 2 to the N-14 Registration Statement is
being filed solely to file (i) a tax opinion of Sidley Austin Brown & Wood LLP,
special tax counsel for the Registrant, as Exhibit 12(b) to the N-14
Registration Statement, (ii) an Amendment to Agreement and Plan of
Reorganization between the Registrant, on behalf of the National Portfolio, and
Merrill Lynch Multi-State Municipal Series Trust, on behalf of Merrill Lynch
Massachusetts Municipal Bond Fund, as Exhibit 4(b) to the N-14 Registration
Statement, and (iii) an Amendment to Agreement and Plan of Reorganization
between the Registrant, on behalf of the National Portfolio, and Merrill Lynch
Multi-State Municipal Series Trust, on behalf of Merrill Lynch North Carolina
Municipal Bond Fund, as Exhibit 4(c) to the N-14 Registration Statement. The tax
opinion relates to the reorganization of Merrill Lynch Arizona Municipal Bond
Fund, Merrill Lynch Massachusetts Municipal Bond Fund, Merrill Lynch Michigan
Municipal Bond Fund, Merrill Lynch North Carolina Municipal Bond Fund, and
Merrill Lynch Ohio 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(a) -- Agreement and Plan of Reorganization between the Registrant and
Merrill Lynch Multi-State Municipal Series Trust.(e)
4(b) -- Amendment to the Agreement and Plan of Reorganization between the
Registrant, on behalf of the National Portfolio, and Merrill Lynch
Multi-State Municipal Series Trust, on behalf of Merrill Lynch
Massachusetts Municipal Bond Fund.
4(c) -- Amendment to the Agreement and Plan of Reorganization between the
Registrant, on behalf of the National Portfolio, and Merrill Lynch
Multi-State Municipal Series Trust, on behalf of Merrill Lynch North
Carolina Municipal Bond Fund.
5 -- Copies of instruments defining the rights of stockholders,
including the relevant portions of the
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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)
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(a) -- Opinion of Sidley Austin Brown & Wood LLP, special 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. (k)
12(b) -- Opinion of Sidley Austin Brown & Wood LLP, special tax counsel for
the Registrant, as to the reorganization of Merrill Lynch Arizona
Municipal Bond Fund, Merrill Lynch Massachusetts Municipal Bond Fund,
Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch North
Carolina Municipal Bond Fund, and Merrill Lynch Ohio 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.(l)
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)
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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 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)
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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 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) Filed on July 2, 2002, as an Exhibit to Post-Effective Amendment No. 1
to the N-14 Registration Statement.
(l) 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.
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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 17th day of September, 2002.
MERRILL LYNCH MUNICIPAL BOND FUND, INC.
(Registrant)
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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
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(Donald C. Burke) (Principal Financial and
Accounting Officer)
RONALD W. FORBES*
- --------------------------------- Director
(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
- ---------------------------------
(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 September 17, 2002
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(Donald C. Burke, Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
Number
Description
4(b) -- Amendment to the Agreement and Plan of Reorganization between the
Registrant, on behalf of the National Portfolio, and Merrill Lynch
Multi-State Municipal Series Trust, on behalf of Merrill Lynch
Massachusetts Municipal Bond Fund.
4(c) -- Amendment to the Agreement and Plan of Reorganization between the
Registrant and Merrill Lynch Multi-State Municipal Series Trust, on
behalf of Merrill Lynch North Carolina Municipal Bond Fund.
12(b) -- Opinion of Sidley Austin Brown & Wood LLP, special tax counsel
for the Registrant, as to the reorganization of Merrill Lynch
Arizona Municipal Bond Fund, Merrill Lynch Massachusetts Municipal
Bond Fund, Merrill Lynch Michigan Municipal Bond Fund, Merrill Lynch
North Carolina Municipal Bond Fund, and Merrill Lynch Ohio Municipal
Bond Fund into the National Portfolio of the Registrant.
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