AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1994
SECURITIES ACT FILE NO. 33-36472
INVESTMENT COMPANY ACT FILE NO. 811-6156
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
(Name of Issuer)
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
(Name of Person(s) Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
589945 10 4
(CUSIP Number of Class of Securities)
ARTHUR ZEIKEL
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-2800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
THOMAS R. SMITH, JR., ESQ. PHILIP L. KIRSTEIN, ESQ.
BROWN & WOOD MERRILL LYNCH ASSET MANAGEMENT
ONE WORLD TRADE CENTER P.O. BOX 9011
NEW YORK, NEW YORK 10048-0557 PRINCETON, N.J. 08543-9011
OCTOBER 13, 1994
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION: $42,480,000(A) AMOUNT OF
FILING FEE: $8,500(B)
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(a) Calculated as the aggregate estimated maximum purchase price to be paid for
4,000,000 shares in the offer, based upon the net asset value per share
($10.62) at October 21, 1994.
(b) A filing fee of $4,252 was previously paid in connection with the initial
filing of the Schedule 13E-4. Such fee was for an offer to purchase
2,000,000 shares based upon the net asset value per share ($10.63) on
October 7, 1994. A filing fee of $4,248 is being paid herewith in connection
with the 2,000,000 share increase in the number of shares subject to the
offer, and is based upon the net asset value per share ($10.62) at October
21, 1994. The fee is calculated as 1/50th of 1% of the Transaction
Valuation.
/ /
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously
Paid: __________________________________________________________________________
Form or Registration
No.: ___________________________________________________________________________
Filing
Party: _________________________________________________________________________
Filing
Date: __________________________________________________________________________
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<PAGE>
This Amendment No. 1 amends the Issuer Tender Offer Statement on Schedule
13E-4 (the "Tender Offer Statement") of Merrill Lynch High Income Municipal Bond
Fund, Inc. (the "Fund") filed on October 13, 1994 with the Securities and
Exchange Commission with respect to the Fund's Offer to Purchase, dated October
13, 1994 (the "Offer to Purchase"), up to 2,000,000 shares of common stock, par
value $0.10 per share (the "Shares"). The Offer to Purchase has been
incorporated by reference into Items 1, 2, 3, 7 and 8 of the Tender Offer
Statement. The amendment will be disseminated to security holders by means of an
advertisement to be published on October 26, 1994 in The Wall Street Journal and
included as Exhibit (a)(1)(iii) to this Amendment No. 1. A Supplement, dated
October 26, 1994, to the Offer to Purchase (the "Supplement") is included as
Exhibit (a)(1)(iv) to this Amendment No. 1.
AMENDMENTS TO SCHEDULE 13E-4
ITEM 1. SECURITY AND ISSUER.
The Supplement, which is incorporated herein by reference in its entirety,
amends the Offer to Purchase to reflect that on October 26, 1994 the Offer is
increased from up to 2,000,000 Shares to up to 4,000,000 Shares.
ITEM 2. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Supplement, the second full paragraph of which is incorporated herein
by reference, amends Section 9 of the Offer to Purchase to reflect that the
maximum aggregate purchase price if 4,000,000 Shares are tendered and accepted
for payment pursuant to the Offer will be approximately $42,480,000 based upon
the net asset value per share of the Fund on October 21, 1994 of $10.62.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR THE
AFFILIATE.
The second full paragraph of the Supplement is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION
The Supplement is incorporated herein by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C> <C>
(a)(1) (i) --Advertisement to be printed in The Wall Street Journal.*
(ii) --Offer to Purchase.*
(iii) --Advertisement to be printed in The Wall Street Journal announcing the amendment
of the Offer.
(iv) --Supplement, dated October 26, 1994, to the Offer to Purchase, dated October 13,
1994.
(a)(2) (i) --Form of Letter of Transmittal.*
(ii) --Letter of Transmittal with respect to amended Offer.
(a)(3) (i) --Letter to Stockholders*
(ii) --Letter to Stockholders with respect to amended Offer.
(b)(1) --Audited Financial Statements of the Fund for the fiscal year ended August 31,
1994.*
(b)(2) --Audited Financial Statements of the Fund for the fiscal year ended August 31,
1993.*
</TABLE>
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* Previously filed.
i
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
MERRILL LYNCH HIGH INCOME MUNICIPAL
BOND FUND, INC.
By /s/ TERRY K. GLENN
...................................
Terry K. Glenn,
Executive Vice President
Date: October 26, 1994
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C> <C>
(a)(1)(i) Advertisement to be printed in The Wall Street Journal*
(ii) Offer to Purchase*
(iii) Advertisement to be printed in The Wall Street Journal announcing the
amendment of the Offer.
(iv) Supplement, dated October 26, 1994, to the Offer to Purchase, dated
October 13, 1994.
(a)(2)(i) Form of Letter of Transmittal*
(ii) Letter of Transmittal with respect to the amended Offer.
(a)(3)(i) Letter to Stockholders*
(ii) Letter to Stockholders with respect to the amended Offer.
(b)(1) Audited Financial Statements of the Fund for the fiscal year ended August
31, 1994*
(b)(2) Audited Financial Statements of the Fund for the fiscal year ended August
31, 1993*
</TABLE>
- ------------
* Previously filed.
<PAGE>
EXHIBIT (A)(1)(III)
<PAGE>
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL SHARES. THE OFFER
IS MADE ONLY BY THE OFFER TO PURCHASE DATED OCTOBER 13, 1994, AS AMENDED BY THE
SUPPLEMENT
DATED OCTOBER 26, 1994, AND THE RELATED LETTER OF TRANSMITTAL. THE OFFER
IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS
OF SHARES
IN ANY JURISDICTION IN WHICH MAKING OR ACCEPTING THE OFFER WOULD VIOLATE THAT
JURISDICTION'S LAWS.
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
NOTICE OF AMENDED OFFER TO PURCHASE FOR CASH 4,000,000 OF ITS ISSUED
AND OUTSTANDING SHARES AT NET ASSET VALUE PER SHARE
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 9, 1994, UNLESS EXTENDED.
Merrill Lynch High Income Municipal Bond Fund, Inc. (the "Fund") is hereby
amending an offer to purchase 2,000,000 of its issued and outstanding shares of
common stock par value $.10 per share (the "Shares") by increasing to 4,000,000
the number of shares subject to the offer at a price equal to their net asset
value ("NAV") less any applicable early withdrawal charge as of the close of the
New York Stock Exchange on the Expiration Date, November 9, 1994, unless
extended, upon the terms and conditions set forth in the Offer to Purchase dated
October 13, 1994 as amended by the Supplement dated October 26, 1994 (the
"Offer"). The NAV on October 21, 1994, was $10.62 per share. The purpose of the
Offer is to provide liquidity to stockholders since the Fund is unaware of any
secondary market which exists for the Shares. The Offer is not conditioned upon
the tender of any minimum number of Shares. Approximately 406,000 Shares had
been tendered and not withdrawn at October 21, 1994.
If more than 4,000,000 Shares are duly tendered prior to the expiration of
the Offer, assuming no changes in the factors originally considered by the Board
of Directors when it determined to make the Offer, the Fund will either (i)
extend the Offer period if necessary, and increase the number of Shares that the
Fund is offering to purchase to an amount which it believes will be sufficient
to accommodate the excess Shares tendered, as well as any Shares tendered during
the extended Offer period or (ii) purchase 4,000,000 Shares (or such larger
number of Shares sought) on a pro rata basis.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
12:00 midnight, New York City time, on Wednesday, November 9, 1994, unless the
offer is extended, and, if not yet accepted for payment by the Fund, Shares may
also be withdrawn after December 9, 1994.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4
under the Securities Exchange Act of 1934, as amended, is contained in the Offer
to Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance, for current NAV quotations or for
copies of the Offer to Purchase, Letter of Transmittal, and any other tender
offer documents may be directed to the Merrill Lynch Response Center at the
address and telephone number below. Copies will be furnished promptly at no
expense to you and also may be obtained by completing and returning the coupon
below to the Merrill Lynch Response Center. Stockholders who do not own Shares
directly should effect a tender through their broker, dealer, or nominee. For
example, stockholders who purchased shares through Merrill Lynch, Pierce, Fenner
& Smith Incorporated should effect tenders through their Financial Consultant.
The difference is Merrill Lynch.
1-800-MERRILL, EXT. 7866
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- - - - - - - - - - - - - - - - - - - - - - - - -
MAIL TO: MERRILL LYNCH RESPONSE CENTER
P.O. BOX 30200, NEW BRUNSWICK, NJ 08989-0200
/ / PLEASE SEND ME MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
TENDER OFFER MATERIALS.
NAME __________________________ ADDRESS __________________________
BUSINESS PHONE ( )_____________ CITY _____________________________
HOME PHONE ( ) ________________ STATE ZIP _______________________
PLEASE GIVE THE NAME AND OFFICE ADDRESS OF YOUR MERRILL LYNCH FINANCIAL
CONSULTANT:
_______________________________________________________________________
7866
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- - - - - - - - - - - - - - - - - - - - - - - - -
(C) COPYRIGHT 1994. MERRILL LYNCH, PIERCE, FENNER & SMITH
INC. MEMBER SIPC. OCTOBER 26, 1994
<PAGE>
EXHIBIT (A)(1)(IV)
<PAGE>
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
SUPPLEMENT, DATED OCTOBER 26, 1994, TO OFFER TO PURCHASE,
DATED OCTOBER 13, 1994, INCREASING TO 4,000,000
FROM 2,000,000 THE NUMBER OF SHARES SUBJECT TO THE OFFER
TO PURCHASE FOR CASH OF ITS ISSUED AND OUTSTANDING SHARES
AT NET ASSET VALUE PER SHARE
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON NOVEMBER 9, 1994, UNLESS EXTENDED.
To the Holders of Shares of
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.:
The Fund hereby amends the offer to purchase up to 2,000,000 of its shares
of common stock, par value $.10 per share (the "Shares"), set forth in the
attached Offer to Purchase, dated October 13, 1994 (the "Offer"), for cash at a
price equal to their net asset value ("NAV"), less any applicable Early
Withdrawal Charge, as of the close of the New York Stock Exchange on November 9,
1994, the Expiration Date, unless extended, upon the terms and conditions set
forth in the Offer, as expressly varied hereby, and the related Letter of
Transmittal.
The Offer is hereby amended to increase to up to 4,000,000 the number of
Shares subject thereto. Accordingly, references in the Offer to Purchase to
2,000,000 Shares are hereby changed to 4,000,000 Shares to reflect such
increase. In addition, the maximum aggregate purchase price of $21,260,000
referred to in Section 9 of the Offer to Purchase is increased to $42,480,000
based upon the net asset value per share of the Fund on October 21, 1994 of
$10.62. The Offer commenced on October 13, 1994 and as of October 21, 1994
approximately 406,000 Shares had been tendered pursuant to the Offer and not
withdrawn.
If more than 4,000,000 Shares are duly tendered prior to the expiration of
the Offer, assuming no changes in the factors originally considered by the Board
of Directors when it determined to make the Offer, the Fund will either (i)
extend the Offer period, if necessary, and increase the number of Shares that
the Fund is offering to purchase to an amount which it believes will be
sufficient to accommodate the excess Shares tendered as well as any Shares
tendered during the extended Offer period or (ii) purchase 4,000,000 Shares (or
such larger number of Shares sought) on a pro rata basis.
THIS OFFER IS BEING MADE TO ALL STOCKHOLDERS OF THE FUND AND IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THIS SUPPLEMENT IS AUTHORIZED FOR USE ONLY IF ACCOMPANIED BY THE OFFER TO
PURCHASE, DATED OCTOBER 13, 1994, OF THE FUND. THE INFORMATION CONTAINED HEREIN
IS QUALIFIED IN ITS ENTIRETY BY THE INFORMATION SET FORTH IN THE OFFER TO
PURCHASE, WHICH GOVERNS THE OFFER EXCEPT AS EXPRESSLY VARIED HEREIN.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
<PAGE>
EXHIBIT (A)(2)(II)
<PAGE>
LETTER OF TRANSMITTAL
TO BE USED TO TENDER SHARES OF
MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 13, 1994
AS AMENDED BY THE SUPPLEMENT DATED OCTOBER 26, 1994
-------------------
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 9, 1994, UNLESS EXTENDED
-------------------
Transfer Agent:
FINANCIAL DATA SERVICES, INC.
ATTENTION: MERRILL LYNCH HIGH INCOME MUNICIPAL BOND FUND, INC.
TRANSFER AGENCY OPERATIONS DEPARTMENT
P.O. BOX 45289
JACKSONVILLE, FLORIDA 32232-5289
TELEPHONE INFORMATION NUMBER: (800) 637-3863
DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT CONSTITUTE VALID
DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE STOCKHOLDER IS A RECORD
OWNER OF SHARES WHO DESIRES TO EFFECT THE TENDER OFFER TRANSACTION HIMSELF BY
TRANSMITTING THE NECESSARY DOCUMENTS TO THE FUND'S TRANSFER AGENT AND DOES NOT
INTEND TO REQUEST HIS BROKER OR DEALER TO EFFECT THE TRANSACTION FOR HIM. A
STOCKHOLDER WHO HOLDS SHARES IN A MERRILL LYNCH ACCOUNT OR THROUGH ANOTHER
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IS NOT THE
RECORD OWNER AND SHOULD INSTRUCT HIS FINANCIAL CONSULTANT OR SUCH OTHER NOMINEE
TO EFFECT THE TENDER ON HIS BEHALF.
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Gentlemen:
The undersigned hereby tenders to the Merrill Lynch High Income Municipal
Bond Fund, Inc., a closed-end investment company incorporated under the laws of
the State of Maryland (the "Fund"), the shares described below of its common
stock, par value $.10 per share (the "Shares"), at a price equal to the net
asset value per Share ("NAV") calculated on the Expiration Date (as defined in
the Offer to Purchase), in cash, less any applicable Early Withdrawal Charge,
upon the terms and conditions set forth in the Offer to Purchase dated October
13, 1994, as amended by the Supplement dated October 26, 1994, receipt of which
is hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").
The undersigned hereby sells to the Fund all Shares tendered hereby that are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
the Transfer Agent as attorney in fact of the undersigned, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to present such Shares and any Share certificates for
cancellation of such Shares on the Fund's books. The undersigned hereby warrants
that the undersigned has full authority to sell the Shares tendered hereby and
that the Fund will acquire good title thereto, free and clear of all liens,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale thereof, and not subject to any adverse claim, when and to
the extent the same are purchased by it. Upon request, the undersigned will
execute and deliver any additional documents necessary to complete the sale in
accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Fund may not be required to purchase any or all of the
Shares tendered hereby. In that event, the undersigned understands that, in the
case of Shares evidenced by certificates, the certificate(s) for any Shares not
purchased will be returned to the undersigned at the address indicated below. In
the case of Shares not evidenced by certificates and held in an Investment
Account, the Transfer Agent will cancel the tender order for any Shares not
purchased and only the purchased Shares will be withdrawn from the Account.
The check for the purchase price for the tendered Shares purchased will be
issued to the order of the undersigned and mailed to the address indicated in
the "Description of Shares Tendered" table below.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
<PAGE>
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY THE NAME(S) IN WHICH SHARES ARE SHARES TENDERED
REGISTERED) (ATTACH ADDITIONAL SCHEDULE IF NECESSARY)
NO. OF SHARES
- ----------------------------------------------------------------------------------------------------------
CERTIFICATE LISTED NO. OF SHARES
NO.(S)* ON CERTIFICATE* TENDERED**
<S> <C> <C> <C>
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
Account No. Total Shares Tendered...........
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</TABLE>
* Need not be completed by stockholders whose Shares are not evidenced by
certificates.
** To be completed by all tendering stockholders, whether or not your Shares
are evidenced by certificates. If you desire to tender fewer than all
Shares held in your account or evidenced by a certificate listed above,
please indicate in this column the number you wish to tender. Otherwise all
Shares evidenced by such certificate or held in your account will be deemed
to have been tendered.
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SIGNATURE FORM
--SIGN HERE--
(SEE INSTRUCTIONS 1, 5 AND 8)
Social Security No.
or Taxpayer Identification No. ................
Under penalty of perjury, I certify (1) that the number set forth above is
my correct Social Security No. or Taxpayer Identification No. and (2) either
(A) that I am exempt from backup withholding or (B) that I am not subject to
backup withholding either because I have not been notified that I am subject
thereto as a result of failure to report all interest or dividends, or the
Internal Revenue Service ("IRS") has notified me that I am no longer subject
thereto. INSTRUCTION: You must strike out the language in (2) above if you
have been notified that you are subject to backup withholding due to
underreporting and you have not received a notice from the IRS that backup
withholding has been terminated.
............................................................................
............................................................................
(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Date ................ , 1994
Name(s) and Address(es) ....................................................
............................................................................
(PLEASE PRINT)
Telephone Number ( ) ................
Signature(s) Guaranteed ....................................................
....................................................
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a member firm of a registered national securities
exchange, or a commercial bank or trust company having an office, branch or
agency in the United States. This Letter of Transmittal is to be used only if
you may effect the tender offer transaction yourself and do not intend to
request your broker or dealer to effect the transaction for you.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates for all
tendered Shares, together with a properly completed and duly executed Letter of
Transmittal, should be mailed or delivered to the Transfer Agent on or prior to
the Expiration Date at the appropriate address set forth herein and must be
received by the Transfer Agent prior to the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
3. INADEQUATE SPACE. If the space provided is inadequate, the certificate
numbers and number of Shares should be listed on a separate signed schedule
attached hereto.
4. PARTIAL TENDERS. If fewer than all of the Shares in your Investment
Account or evidenced by any certificate submitted are to be tendered, fill in
the number of Shares which are to be tendered in the column entitled "No. of
Shares Tendered." If applicable, a new certificate for the remainder of the
Shares evidenced by your old certificate(s) will be sent to you as soon as
practicable after the Expiration Date of the Offer. All Shares represented by
each certificate listed or in your Investment Account are deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATION AND ENDORSEMENTS.
(a) If the Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered hereby, the signature(s) must correspond with the name(s) in
which the Shares are registered.
(b) If the Shares are held of record by two or more joint holders, all such
holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of Shares.
(d) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and, if applicable, of the certificates transmitted hereby, no
endorsements of certificates or separate authorizations are required.
(e) If this Letter of Transmittal or any certificates or authorizations are
signed by trustees, executors, administrators, guardians, attorneys in fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and must submit proper
evidence satisfactory to the Fund of their authority so to act.
6. TRANSFER TAXES. The Fund will pay all the taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the registered holder or such other person) payable on account of the
transfer to such person of such Shares will be deducted from the purchase price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted.
7. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Shares will be
determined by the Fund, whose determinations shall be final and binding. The
Fund reserves the absolute right to reject any or all tenders determined by it
not to be in appropriate form or the acceptance of or payment for which would,
in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the
absolute right to waive any of the conditions of the Offer or any defect in any
tender with respect to any particular Shares or any particular stockholder, and
the Fund's interpretations of the terms and conditions of the Offer (including
these instructions) will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Fund shall determine. Tenders will not be deemed to have been made until all
defects and irregularities have been cured or waived. Neither the Fund, Merrill
Lynch Asset Management, L.P. nor the Transfer Agent, nor any other person shall
be obligated to give notice of defects or irregularities in tenders, nor shall
any of them incur any liability for failure to give any such notice.
8. IMPORTANT TAX INFORMATION. Under Federal income tax law, a stockholder
whose tendered Shares are accepted for payment is required by law to provide the
Transfer Agent (as payer) with his correct taxpayer identification number, which
is accomplished by completing and signing the Signature Form.
<PAGE>
EXHIBIT (A)(3)(II)
<PAGE>
MERRILL LYNCH
Dear Stockholder:
As you requested, we are enclosing a copy of the Merrill Lynch High Income
Municipal Bond Fund, Inc. (the "Fund") Offer to Purchase dated October 13, 1994,
as amended by the Supplement dated October 26, 1994 (the "Supplemented Offer to
Purchase") 4,000,000 issued and outstanding shares (the "Shares"). The Offer to
Purchase is for cash at Net Asset Value ("NAV") per Share as of the expiration
date of the Offer, less any Early Withdrawal Charge. Together with the
Supplemented Offer to Purchase we are sending you a Letter of Transmittal (the
"Letter") for use by holders of record of Shares which you should read
carefully. Certain selected financial information with respect to the Fund is
set forth in the Offer to Purchase.
If, after reviewing the information set forth in the Supplemented Offer to
Purchase and Letter, you wish to tender Shares for purchase by the Fund, please
either contact your Merrill Lynch Financial Consultant or other broker, dealer
or nominee to effect the tender for you or, if you are the record owner of the
Shares, you may follow the instructions contained in the Supplemented Offer to
Purchase and Letter.
Neither the Fund nor its Board of Directors is making any recommendation to
any holder of Shares as to whether to tender Shares. Each stockholder is urged
to consult his or her broker or tax adviser before deciding whether to tender
any Shares.
The Fund's distribution rate for the period August 19, 1994 through
September 22, 1994, based on the amounts actually distributed by the Fund, was
6.14% based on the September 22, 1994 NAV of $10.73. For the quarter ended
September 30, 1994, the Fund's highest NAV was $10.94 and its lowest NAV was
$10.72. The Fund's NAV on October 21, 1994 was $10.62 per share. The Fund
publishes its NAV each week in Barron's. It appears in the "Investment Company
Institute List" under the sub-heading "Closed-End Bond Funds" within the
listings of mutual funds and closed-end funds.
Requests for current NAV quotations or for additional copies of the
Supplemented Offer to Purchase, the Letter and any other tender offer documents
may be directed to the Merrill Lynch Response Center at (800) 637-7455, ext.
7866.
Should you have any other questions on the enclosed material, please do not
hesitate to contact your Merrill Lynch Financial Consultant or other broker or
dealer or call the Fund's Transfer Agent, Financial Data Services, Inc., at
(800) 637-3863. We appreciate your continued interest in Merrill Lynch High
Income Municipal Bond Fund, Inc.
Yours truly,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
