As filed with the Securities and Exchange Commission on February 5, 2007
Securities Act File No. 333-133930
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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.
Post-Effective Amendment No. 1
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BLACKROCK LARGE CAP SERIES FUNDS, INC.
(Exact name of Registrant as Specified in 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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Robert C. Doll, Jr.
BlackRock 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:
Joel H. Goldberg, Esq. Frank P. Bruno, Esq.
Willkie Farr & Gallagher LLP Sidley Austin LLP
787 Seventh Avenue 787 Seventh Avenue
New York, New York 10019-6099 New York, New York 10019-6018
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No filing fee is required because of reliance on Section 24(f) of the
Investment Company Act of 1940.
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 (File No. 333-133930) (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 to the N-14 Registration Statement are unchanged from the
Proxy Statement and Prospectus filed on June 15, 2006 contained in Pre-Effective
Amendment No. 1 to the Fund's N-14 Registration Statement.
This Post-Effective Amendment No. 1 to the N-14 Registration Statement is
being filed solely to file a tax opinion of Sidley Austin LLP, counsel for the
Registrant, as Exhibit 12 to the N-14 Registration Statement. The tax opinion
relates to the reorganization of Merrill Lynch Strategy All-Equity Fund, a
series of Merrill Lynch Strategy Series, Inc., and Merrill Lynch Disciplined
Equity Fund, Inc. into BlackRock Large Cap Core Fund (formerly known as Merrill
Lynch Large Cap Core Fund), a series of BlackRock Large Cap Series Funds, Inc.
(formerly known as Merrill Lynch Large Cap Series Funds, Inc.).
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, 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 "1940 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 each Distribution Agreement relating to the securities
being offered hereby, the Registrant agrees to indemnify FAM Distributors, Inc.
and BlackRock Distributors, Inc., as applicable, and each person, if any, who
controls FAM Distributors, Inc. and BlackRock Distributors, Inc. within the
meaning of the Securities Act of 1933, as amended (the "1933 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 1933 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 1933 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 1933 Act and
will be governed by the final adjudication of such issue.
Item 16. Exhibits
Exhibit
Number Description
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1(a) -- Articles of Incorporation of the Registrant, filed October 20,
1999.(a)
(b) -- Articles Supplementary Classifying Shares of Authorized
Capital Stock and creating an Additional Class of Common Stock
dated December 9, 2002.(i)
(c) -- Articles of Amendment to Articles of Incorporation of the
Registrant, dated March 21, 2003, redesignating certain
classes of common stock.(j)
(d) -- Form of Articles Supplementary.
(e) -- Form of Articles of Amendment Reclassifying Shares of
Authorized Capital Stock.(e)
(f) -- Form of Articles of Amendment changing the name of the
Corporation to BlackRock Large Cap Series Funds, Inc.(e)
2 -- Amended and Restated By-Laws of the Registrant, dated April
14, 2003.(j)
3 -- Not applicable.
4 -- Form of Agreement and Plan of Reorganization by and between
Merrill Lynch Large Cap Series Fund, Inc., on behalf of
Merrill Lynch Large Cap Core Fund, Merrill Lynch Disciplined
Equity Fund, Inc., and Merrill Lynch Strategy Series, Inc., on
behalf of Merrill Lynch Strategy All-Equity Fund.(c)
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 -- Not applicable.
7(a) -- Form of Unified Distribution Agreement between the Registrant
and FAM Distributors, Inc.(d)
(b) -- Form of Unified Distribution Agreement between the Registrant
and BlackRock Distributors, Inc.(f)
8 -- None.
9 -- Not applicable.
10(a) -- Form of Investor A Distribution Plan.(d)
(b) -- Form of Investor B Distribution Plan.(d)
(c) -- Form of Investor C Distribution Plan.(d)
(d) -- Form of Class R Distribution Plan.(d)
(e) -- Form of Service Shares Distribution Plan.(e)
(f) -- Form of Select Pricing System Plan pursuant to Rule 18f-3.(f)
11(a) -- Opinion and consent of Sidley Austin LLP, counsel for the
Registrant.(c)
(b) -- Opinion and consent of Richards, Layton & Finger, P.A.,
Delaware counsel for the Master Large Cap Series Trust.
12 -- Tax Opinion and consent of Sidley Austin LLP, counsel for the
Registrant, Merrill Lynch Strategy All-Equity Fund and Merrill
Lynch Disciplined Equity Fund, Inc.
13(a) -- Form of Unified Transfer Agency, Dividend Disbursing Agency
and Shareholder Servicing Agency Agreement between Registrant
and PFPC, Inc.(d)
(b) -- Form of Administration Agreement between the Registrant and
BlackRock Advisors, LLC.(e)
(c) -- Form of Administrative Services Agreement between the
Registrant and State Street Bank and Trust Company.(g)
14 -- Consent of Deloitte & Touche LLP, independent registered
accounting firm for the Registrant, for Merrill Lynch
Disciplined Equity Fund, Inc. and for Merrill Lynch Strategy
Series, Inc.(c)
15 -- None.
16 -- Power of Attorney (included on signature page of initial
filing of Registration Statement on Form N-14 (File No.
333-133930, filed on May 9, 2006).
17(a) -- Prospectus and Statement of Additional Information of Merrill
Lynch Large Cap Core Fund, each dated February 24, 2006.(h)
(b) -- Prospectus and Statement of Additional Information of Merrill
Lynch Strategy All-Equity Fund, each dated April 27, 2006.(m)
(c) -- Prospectus and Statement of Additional Information of Merrill
Lynch Disciplined Equity Fund, Inc., each dated September 27,
2005.(n)
(d) -- Annual Report to Shareholders of Merrill Lynch Large Cap Core
Fund for the year ended
4
December 31, 2005.
(e) -- Annual Report to Shareholders of Merrill Lynch Strategy
All-Equity Fund for the year ended December 31, 2005.(k)
(f) -- Semi-Annual Report to Shareholders of Merrill Lynch
Disciplined Equity Fund, Inc. for the period ended November
30, 2005.(l)
(g) -- Form of Proxy Card for shareholders of Merrill Lynch Strategy
All-Equity Fund.(c)
(h) -- Form of Proxy Card for shareholders of Merrill Lynch
Disciplined Equity Fund, Inc.(c)
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(a) Filed on October 20, 1999 as an
Exhibit to: the Registrant's Registration Statement on Form N-1A) (File
No. 333-89389) (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act").
(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, as amended, filed as Exhibit (l), 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 Amended and Restated By-Laws filed as Exhibit (2)
to the Registration Statement.
(c) Filed on June 15, 2006 as an Exhibit to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-14 (File No. 333-133930)
under the Securities Act.
(d) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 39
to the Registration Statement on Form N-1A of Merrill Lynch Bond Fund,
Inc. (File No. 2-62329), filed on September 15, 2006.
(e) Filed on September 22, 2006 as an Exhibit to Post-Effective Amendment No.
10 to the Registration Statement.
(f) Incorporated by reference to an Exhibit to Post-Effective Amendment No. 38
to the Registration Statement on Form N-1A of Merrill Lynch Bond Fund,
Inc. (File No. 2-62329), filed on July 21, 2006.
(g) Incorporated by reference to Exhibit 8(d) to Post-Effective Amendment No.
1 to the Registration Statement on Form N-1A of Merrill Lynch Focus Twenty
Fund, Inc. (File No. 333-89775), filed on March 20, 2001.
(h) Incorporated by reference to Post Effective Amendment No. 8 to the
Registration Statement filed on February 24, 2006.
(i) Filed on December 31, 2002 as an Exhibit to Post-Effective Amendment No. 4
to the Registration Statement.
(j) Filed on February 27, 2004 as an Exhibit to Post-Effective Amendment No. 6
to the Registration Statement.
(k) Previously filed on Form N-CSR (File No. 811-09617) on March 3, 2006 and
incorporated by reference.
(l) Previously filed on Form N-CSRS (File No. 811-09299) on January 31, 2006
and incorporated by reference.
(m) Incorporated by reference to Post Effective Amendment No. 8 to the
Registration Statement on Form N-1A of Merrill Lynch Strategy Series, Inc.
(File No. 333-88849), filed on April 27, 2006.
(n) Incorporated by reference to Post Effective Amendment No. 6 to the
Registration Statement on Form N-1A of Merrill Lynch Disciplined Equity
Fund, Inc. (File No. 333-76581), filed on September 27, 2005.
(o) Previously filed on Form N-CSR (File No. 811-09637) on January 3, 2006 and
incorporated by reference.
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5
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a 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, the reoffering
prospectus will contain the 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 a 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, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned registrant agrees to file, by post-effective amendment, an
opinion of counsel supporting the tax consequences of the Reorganization within
a reasonably prompt time after receipt of such opinion.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement 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 February, 2007.
BLACKROCK LARGE CAP SERIES FUNDS, INC.
(Registrant)
BY: /s/ Donald C. Burke
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(Donald C. Burke, Vice President and Treasurer)
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.
Signature Title Date
--------- ----- ----
Robert C. Doll, Jr.* President (Principal Executive Officer)
----------------------------- and Director
(Robert C. Doll, Jr.)
Donald C. Burke* Vice President and Treasurer (Principal
--------------------------- Financial and Accounting Officer)
(Donald C. Burke)
James H. Bodurtha* Director
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(James H. Bodurtha)
Kenneth A. Froot* Director
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(Kenneth A. Froot)
Joe Grills* Director
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(Joe Grills)
Herbert I. London* Director
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(Herbert I. London)
Roberta Cooper Ramo* Director
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(Roberta Cooper Ramo)
Robert S. Salomon, Jr.* Director
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(Robert S. Salomon, Jr.)
*By /s/ Donald C. Burke February 5, 2007
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(Donald C. Burke,
Attorney-in-Fact)
7
SIGNATURES
Master Large Cap Series Trust has duly caused this Registration
Statement of BlackRock 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 February, 2007.
MASTER LARGE CAP SERIES TRUST
(Registrant)
BY: /s/ Donald C. Burke
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(Donald C. Burke, Vice President and Treasurer)
The Registration Statement of BlackRock Large Cap Series Funds, Inc. has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
Robert C. Doll, Jr.* President (Principal Executive Officer)
----------------------------- and Trustee
(Robert C. Doll, Jr.)
Donald C. Burke* Vice President and Treasurer (Principal
--------------------------- Financial and Accounting Officer)
(Donald C. Burke)
James H. Bodurtha* Trustee
---------------------------
(James H. Bodurtha)
Kenneth A. Froot* Trustee
-----------------------------
(Kenneth A. Froot)
Joe Grills* Trustee
------------------------------------
(Joe Grills)
Herbert I. London* Trustee
- - -----------------------------
(Herbert I. London)
Roberta Cooper Ramo* Trustee
--------------------------
(Roberta Cooper Ramo)
Robert S. Salomon, Jr.* Trustee
-----------------------------
(Robert S. Salomon, Jr.)
*By /s/ Donald C. Burke February 5, 2007
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(Donald C. Burke,
Attorney-in-Fact)
8
SCHEDULE OF EXHIBITS TO FORM N-14
Exhibit
Number Description
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12 -- Tax opinion of Sidley Austin LLP, counsel for the Registrant,
Merrill Lynch Strategy All-Equity Fund and Merrill Lynch Disciplined
Equity Fund, Inc.
9