As filed with the Securities and Exchange Commission on May 16, 2003
Securities Act File No. 333-102753
Investment Company Act File No. 811-09637
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [ X ]
(Check appropriate box or boxes)
------------------
Merrill Lynch Large Cap Series Funds, 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 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)
------------------
Copies to:
Frank P. Bruno, Esq. Andrew J. Donohue, Esq.
SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT, L.P.
787 Seventh Avenue P.O. Box 9011
New York, New York 10019-6018 Princeton, New Jersey 08543-9011
------------------
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.
This Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-14 (File No. 333-102753) (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 to the N-14 Registration Statement are unchanged from the
Proxy Statement and Prospectus contained in Post-Effective Amendment No. 1 to
the N-14 Registration Statement filed on February 28, 2003 under Rule 485(b)
under the Securities Act of 1933, as amended.
This Post-Effective Amendment No. 2 to the N-14 Registration Statement is
being filed solely to file tax opinions of Sidley Austin Brown & Wood LLP,
counsel for (i) the Registrant, on behalf of Merrill Lynch Large Cap Core Fund
("ML Core"), and Mercury Large Cap Series Funds, Inc. ("Mercury Large Cap"),
on behalf of Mercury Large Cap Core Fund ("Mercury Core"), (ii) the
Registrant, on behalf of Merrill Lynch Large Cap Growth Fund ("ML Growth"),
and Mercury Large Cap, on behalf of Mercury Large Cap Growth Fund ("Mercury
Growth"), and (iii) the Registrant, on behalf of Merrill Lynch Large Cap Value
Fund ("ML Value"), and Mercury Large Cap, on behalf of Mercury Large Cap Value
Fund ("Mercury Value"). The tax opinion relating to the reorganization of
Mercury Core into ML Core is being filed as Exhibit 13(a) to the N-14
Registration Statement. The tax opinion relating to the reorganization of
Mercury Growth into ML Growth is being filed as Exhibit 13(b) to the N-14
Registration Statement. The tax opinion relating to the reorganization of
Mercury Value into ML Value is being filed as Exhibit 13(c) to the N-14
Registration Statement
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article V of the Registrant's Articles of
Incorporation, Article VI of the Registrant's By-Laws and Section 2-418 of the
Maryland General Corporation Law.
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 of 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted 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 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 in
connection with the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person 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, filed October 20,
1999.(a)
(b) -- Articles Supplementary of the Registrant, filed December 31,
2002.(j)
(2) -- By-Laws of the Registrant.(a)
(3) -- Portions of Articles of Incorporation and By-Laws of the
Registrant defining the rights of holders of shares of common
stock of the Registrant.(b)
(4) -- Form of Agreement and Plan of Reorganization between the
Registrant and Mercury Large Cap Series Funds, Inc.(k)
(5) -- Form of Distribution Agreement between the Registrant and FAM
Distributors, Inc. (the "Distributor").(d)
(6) -- None.
(8)(a)(1)-- Form of Transfer Agency, Dividend Disbursing Agency and
Shareholder Servicing Agency Agreement between the Registrant and
Financial Data Services, Inc.(c)
(a)(2)-- Form of Amendment to the Transfer Agency, Dividend Disbursing
Agency and Shareholder Servicing Agency Agreement.(g)
(b) -- Form of License Agreement relating to use of name between the
Registrant and Merrill Lynch & Co.(c)
(c) -- Form of Administration Agreement between the Registrant and Fund
Asset Management, L.P.(h)
(9) -- None.
(10)(a) -- Merrill Lynch Select Pricing System Plan pursuant to Rule 18f-3.(c)
(b) -- Form of Unified Class B Distribution Plan of the Registrant.(e)
(c) -- Form of Unified Class C Distribution Plan of the Registrant.(e)
[(d) -- Form of Unified Class D Distribution Plan of the Registrant.(e)
(11)(a) -- Opinion of Sidley Austin Brown & Wood LLP, counsel for Merrill
Lynch Large Cap Core Fund.(l)
(b) -- Opinion of Sidley Austin Brown & Wood LLP, counsel for Merrill
Lynch Large Cap Growth Fund.(l)
(c) -- Opinion of Sidley Austin Brown & Wood LLP, counsel for Merrill
Lynch Large Cap Value Fund.(l)
(12) -- None.
(13)(a) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel for the
Registrant, on behalf of Merrill Lynch Large Cap Core Fund, and
Mercury Large Cap Series Funds, Inc., on behalf of Mercury Large
Cap Core Fund.
(b) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel for the
Registrant, on behalf of Merrill Lynch Large Cap Growth Fund, and
Mercury Large Cap Series Funds, Inc., on behalf of Mercury Large
Cap Growth Fund.
(c) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel for the
Registrant, on behalf of Merrill Lynch Large Cap Value Fund, and
Mercury Large Cap Series Funds, Inc., on behalf of Mercury Large
Cap Value Fund.
(14)(a) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill
Lynch Large Cap Core Fund.(m)
(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill
Lynch Large Cap Growth Fund.(m)
2
(c) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill
Lynch Large Cap Value Fund.(m)
(d) -- Consent of Deloitte & Touche LLP, independent auditors for Mercury
Large Cap Core Fund.(m)
(e) -- Consent of Deloitte & Touche LLP, independent auditors for Mercury
Large Cap Growth Fund.(m)
(f) -- Consent of Deloitte & Touche LLP, independent auditors for Mercury
Large Cap Value Fund.(m)
(15) -- Power of Attorney.(i)
(16) -- Code of Ethics.(f)
17 (a) -- Prospectus, dated January 14, 2002, as supplemented, and Statement
of Additional Information dated January 14, 2002, as supplemented,
of the Registrant.(l)
(b) -- Prospectus, dated January 30, 2002, and Statement of Additional
Information dated January 30, 2002, of Mercury Large Cap Series
Funds, Inc.(l)
(c) -- Annual Report to Stockholders of Merrill Lynch Large Cap Core Fund
for the fiscal year ended October 31, 2002.(l)
(d) -- Annual Report to Stockholders of Merrill Lynch Large Cap Growth
Fund for the fiscal year ended October 31, 2002.(l)
(e) -- Annual Report to Stockholders of Merrill Lynch Large Cap Value
Fund for the fiscal year ended October 31, 2002.(l)
(f) -- Annual Report to Stockholders of Mercury Large Cap Core Fund for
the fiscal year ended October 31, 2002.(l)
(g) -- Annual Report to Stockholders of Mercury Large Cap Growth Fund for
the fiscal year ended October 31, 2002.(l)
(h) -- Annual Report to Stockholders of Mercury Large Cap Value Fund for
the fiscal year ended October 31, 2002.(l)
(i) -- Form of Proxy Card.(l)
(j) -- Prospectus, dated February 25, 2003, and Statement of Additional
Information, dated February 25, 2003, of the Registrant.(m)
(k) -- Prospectus, dated February 25, 2003, and Statement of Additional
Information, dated February 25, 2003, of Mercury Large Cap Series
Funds, Inc.(m)
- --------------------
(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) Incorporated by reference to Exhibit 8(a)(2) to Post Effective Amendment
No. 11 to the Registration Statement on Form N-1A of Merrill Lynch
International Equity Fund (File No. 33-44917) filed on September 28,
2001.
(h) Filed on February 20, 2001 as an Exhibit to Post-Effective Amendment No.
2 to the Registration Statement.
(i) Included on the signature page of the Registrant's Registration Statement
in Form N-14 (File No. 333-102753) (the "N-14 Registration Statement")
filed on January 27, 2003 and incorporated herein by reference.
(j) Filed on December 31, 2002 as an Exhibit to Post-Effective Amendment
No. 4 to the Registration Statement.
(k) Included as Exhibit I to the Proxy Statement and Prospectus contained
Post-Effective Amendment No. 1 to the Registration Statement on Form N-14
(File No. 333-102753) of the Registrant (the "N-14 Registration
Statement") filed on February 28, 2003.
(l) Filed on January 27, 2003 as an Exhibit to the N-14 Registration
Statement.
(m) Filed on February 28, 2003 as an Exhibit to Post-Effective Amendment No.
1 to the N-14 Registration Statement.
3
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, a copy of
an opinion of counsel as to certain tax matters within a reasonable time
after receipt of such opinion.
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 16th day of May, 2003.
MERRILL LYNCH LARGE CAP SERIES FUNDS, 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
---------- ----- ----
TERRY K. GLENN* President (Principal Executive
---------------------------------------- Officer) and Director
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
---------------------------------------- (Principal Financial and
(Donald C. Burke) Accounting Officer)
JAMES H. BODURTHA*
----------------------------------------
(James H. Bodurtha) Director
JOE GRILLS*
----------------------------------------
(Joe Grills) Director
HERBERT I. LONDON*
----------------------------------------
(Herbert I. London) Director
ANDRE F. PEROLD*
----------------------------------------
(Andre F. Perold) Director
ROBERTA COOPER RAMO*
----------------------------------------
(Roberta Cooper Ramo) Director
ROBERT S. SALOMON, JR.*
----------------------------------------
(Robert S. Salomon, Jr.) Director
STEPHEN B. SWENSRUD*
----------------------------------------
(Stephen B. Swensrud) Director
*By: /s/ Donald C. Burke
-------------------------------------
(Donald C. Burke, Attorney-in-Fact) May 16, 2003
5
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 16th day of May, 2003.
MASTER LARGE CAP SERIES TRUST
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
---------- ----- ----
TERRY K. GLENN* President (Principal Executive
---------------------------------------- Officer) and Trustee
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
---------------------------------------- (Principal Financial and
(Donald C. Burke) Accounting Officer)
JAMES H. BODURTHA*
----------------------------------------
(James H. Bodurtha) Trustee
JOE GRILLS*
----------------------------------------
(Joe Grills) Trustee
HERBERT I. LONDON*
----------------------------------------
(Herbert I. London) Trustee
ANDRE F. PEROLD*
----------------------------------------
(Andre F. Perold) Trustee
ROBERTA COOPER RAMO*
----------------------------------------
(Roberta Cooper Ramo) Trustee
ROBERT S. SALOMON, JR.*
----------------------------------------
(Robert S. Salomon, Jr.) Trustee
STEPHEN B. SWENSRUD*
----------------------------------------
(Stephen B. Swensrud) Trustee
*By: /s/ Donald C. Burke
------------------------------------
(Donald C. Burke, Attorney-in-Fact) May 16, 2003
6
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
13(a) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel
for the Registrant, on behalf of Merrill Lynch Large
Cap Core Fund, and Mercury Large Cap Series Funds,
Inc., on behalf of Mercury Large Cap Core Fund, as to
the reorganization of Mercury Large Cap Core Fund into
Merrill Lynch Large Cap Core Fund.
13(b) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel
for the Registrant, on behalf of Merrill Lynch Large
Cap Growth Fund, and Mercury Large Cap Series Funds,
Inc., on behalf of Mercury Large Cap Growth Fund, as
to the reorganization of Mercury Large Cap Growth Fund
into Merrill Lynch Large Cap Growth Fund.
13(c) -- Tax Opinion of Sidley Austin Brown & Wood LLP, counsel
for the Registrant, on behalf of Merrill Lynch Large
Cap Value Fund, and Mercury Large Cap Series Funds,
Inc., on behalf of Mercury Large Cap Value Fund, as to
the reorganization of Mercury Large Cap Value Fund
into Merrill Lynch Large Cap Value Fund.
7