As filed with the Securities and Exchange Commission on June 7, 1999
SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
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MERRILL LYNCH TECHNOLOGY FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
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(Name of Registrant as Specified in Its Charter)
Same as above
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Dear Stockholder:
On August 11, 1999, Merrill Lynch Technology Fund, Inc. (the "Fund")
will hold a Special Stockholders' Meeting to consider the reorganization of
the Fund with Merrill Lynch Global Technology Fund, Inc. ("Global
Technology"). Enclosed is a combined proxy statement and prospectus which
provides information about the proposal and about Global Technology and the
Fund. A Question and Answer sheet is also enclosed to address frequently asked
questions.
You are being asked to approve the Amended Agreement and Plan of
Reorganization between the Fund and Global Technology pursuant to which the
Fund's assets and liabilities will be transferred to Global Technology in
exchange for shares of Global Technology. The Fund will distribute these
shares to the Fund's stockholders so that each stockholder will receive shares
with the same letter designation (e.g., if you hold Class A shares of the Fund
you will receive Class A shares of Global Technology) and with an equal
aggregate net asset value.
The Fund's Board of Directors has reviewed the proposal and
recommends that you vote FOR the proposal after carefully reviewing the
enclosed materials.
Your vote is important. Please take a moment now to sign and return
your proxy card in the enclosed postage paid return envelope. If we do not
hear from you after a reasonable amount of time, you may receive a telephone
call from our proxy solicitor, Shareholder Communications Corporation,
reminding you to vote your shares.
Sincerely,
Robert E. Putney, III
Secretary
Enclosure
Q. Why am I receiving this proxy?
A. As a stockholder of Merrill Lynch Technology Fund, Inc., you are
being asked to consider the reorganization of the Fund with Merrill
Lynch Global Technology Fund, Inc. The transaction requires approval
of the Fund's stockholders.
Q. Will the reorganization change my privileges as a stockholder?
A. The stockholder services available to stockholders of Global
Technology are substantially the same as the stockholder services
currently available to you.
Q. How will the reorganization benefit Fund stockholders?
A. Stockholders should consider the following:
[] After the reorganization, the Fund's stockholders will be
invested in a fund with substantially similar investment
objectives.
[] The Fund's assets have been declining since March 31, 1996 and
as assets decline, stockholders may experience higher operating
expenses as a percent of net assets.
[] The total expenses of Global Technology as a percent of net
assets are currently lower than those of the Fund and after the
reorganization, the total expenses of the combined fund as a
percent of net assets are expected to be lower than those of
either Global Technology or the Fund.
Q. Will the reorganization affect the value of my investment?
A. The value of your investment will not change. It is currently
anticipated that the net asset value of your investment in the Fund
will be calculated on September 24, 1999. It also is currently
anticipated that you will receive shares of Global Technology with
the same total net asset value as of the close of business on
September 24, 1999. It is expected that the effective date of the
reorganization will be September 27, 1999.
Q. After the reorganization, will I own the same number of shares of
Global Technology as I currently own of the Fund?
A. No. You will receive shares of Global Technology with the same
aggregate net asset value as the shares of the Fund you own on
September 24, 1999. The number of shares you receive will depend
on the net asset value of the Fund's shares as compared to the net
asset value of Global Technology shares on that date. For example,
let us suppose that you own 10 Class A shares of the Fund on
September 24. If the net asset value of the Fund's Class A shares
on September 24 is $6 per share, and the net asset value of Global
Technology Class A shares is $12 per share, you will receive 5 Global
Technology Class A shares in the reorganization. The aggregate net
asset value will not change. (10 Fund Class A shares x $6 =$60; 5
Global Technology Class A shares x $12 = $60).
Q. What are the tax consequences for stockholders?
A. The reorganization is structured as a tax-free transaction so that
the consummation of the reorganization itself will not result in
Federal income tax liability for stockholders of the Fund. The Fund
and Global Technology have obtained a favorable private letter ruling
from the Internal Revenue Service on the tax-free treatment of the
reorganization. Of course, stockholders will continue to be taxed on
any dividends and distributions made to them by the combined fund
after the reorganization.
Q. Who will manage the combined fund after the reorganization?
A. Merrill Lynch Asset Management, L.P. serves as the manager for both
funds and after the reorganization will be the manager of the
combined fund. Paul G. Meeks is currently the portfolio manager of
both funds and will be the portfolio manager of the combined fund.
Mr. Meeks has been the portfolio manager of Global Technology since
it commenced operations on June 26, 1998 and of the Fund since August
1998.
Q. What will the name of the combined fund be after the reorganization?
A. If the reorganization is approved by Fund stockholders, the combined
fund's name will be Merrill Lynch Global Technology Fund, Inc.
Q. Will there be a stockholders' meeting?
A. Yes, a stockholders' meeting will be held on August 11, 1999 at 9:00
a.m., at 800 Scudders Mill Road, Plainsboro, New Jersey.
Q. Why is my vote important?
A. For a quorum to be present at the Special Meeting, one-third of the
outstanding shares of the Fund must be represented either in person
or by proxy. Approval of the reorganization requires the affirmative
votes of Fund stockholders representing a majority of the total votes
entitled to be cast, with all shares voting as a single class. The
Board of Directors urges every stockholder to vote. Please read all
proxy materials thoroughly before casting your vote.
Q. How can I vote?
A. You may vote by signing and returning your proxy card in the enclosed
postage-paid envelope. Or you may vote your shares on the internet at
http://www.proxyvote.com. Or refer to the "800" number printed on
your voting instruction form. On the internet you will be asked for a
control number that you received in your proxy mailing. You may also
vote in person at the Special Meeting. If you submitted a proxy by
mail, by telephone or on the internet, you may withdraw it at the
Special Meeting and then vote in person at the Meeting.
Q. Has the Fund retained a proxy solicitation firm?
A. Yes, the Fund has hired Shareholder Communications Corporation to
assist in the solicitation of proxies for the Special Meeting. While
the Fund expects most proxies to be returned by mail, it may also
solicit proxies by telephone, fax, telegraph or personal interview.
Q. What if there are not enough votes to reach a quorum by the scheduled
meeting date?
A. To facilitate receiving sufficient votes, we will need to take
further action. We or our proxy solicitation firm may contact you by
mail or telephone. Therefore, we encourage stockholders to vote as
soon as they review the enclosed proxy materials to avoid additional
mailings or telephone calls. If there are not sufficient votes for a
quorum or a quorum is present but there are not sufficient votes to
approve the proposal by the time of the Stockholders' Meeting on
August 11, 1999, the meeting may be adjourned to permit further
solicitation of proxy votes.
Q. What is the Board's recommendation?
A. The Board of Directors of the Fund believes the reorganization is in
the best interests of the Fund's stockholders. It encourages
stockholders to vote FOR the reorganization.
