As filed with the Securities and Exchange Commission on March 15, 2000
Securities Act file No. 333-88483
Investment Company Act File No. 811-6570
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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. 1
(CHECK APPROPRIATE BOX OR BOXES)
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MUNIYIELD NEW JERSEY 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
MUNIYIELD NEW JERSEY FUND, INC.
800 SCUDDERS MILL ROAD, PLAINSBORO, NEW JERSEY 08536
MAILING ADDRESS: P.O. BOX 9011, PRINCETON, NEW JERSEY 08543-9011
(NAME AND ADDRESS OFAGENT FOR SERVICE)
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Copies to:
FRANK P. BRUNO, ESQ. MICHAEL J. HENNEWINKEL, ESQ.
BROWN & WOOD LLP MERRILL LYNCH ASSET MANAGEMENT, L.P.
ONE WORLD TRADE CENTER 800 SCUDDERS MILL ROAD
NEW YORK, NY 10048-0557 PLAINSBORO, NJ 08536
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This amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C to the Registration Statement (including signature page).
The Proxy Statement and Prospectus are incorporated by reference from
Pre-Effective Amendment No. 1 to this Registration Statement (file No.
333-88483) filed on November 8, 1998.
This amendment is being filed solely to file as Exhibit No. 12 to
this Registration Statement the private letter rulings received from the
Internal Revenue Service.
PART C
OTHER INFORMATION
Item 15. Indemnification.
Section 2-418 of the General Corporation Law of the State of
Maryland, Article VI of the Registrant's Amended and Restated Articles of
Incorporation, a form of which was previously filed as an exhibit to the
Common Stock Registration Statement (defined below); Article VI of the
Registrant's By-Laws, which was previously filed as an exhibit to the Common
Stock Registration Statement, and the Investment Advisory Agreement, a form of
which was previously filed as an exhibit to the Common Stock Registration
Statement, provide for indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be provided 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 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 in
connection with any successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities 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 1993 Act and will be governed
by the final adjudication of such issue.
Reference is made to (i) Section 6 of the Purchase Agreement relating
to the Registrant's Common Stock, a form of which was filed as an exhibit to
the Common Stock Registration Statement, and (ii) Section 7 of the Purchase
Agreement relating to the Registrant's AMPS, a form of which was filed as an
exhibit to the AMPS Registration Statement (defined below), for provisions
relating to the indemnification of the underwriter.
Item 16. Exhibits.
1(a) -- Articles of Incorporation of the Registrant, dated February
21, 1992.(d)
(b) -- Form of Articles Supplementary creating the Series A AMPS. (d)
(c) -- Form of Articles Supplementary creating additional Series A
AMPS. (d)
(d) -- Article of Amendment to Articles Supplementary creating the
Series A AMPS. (d)
(e) -- Form of Articles Supplementary creating the Series B AMPS.(a)
2 -- By-Laws of the Registrant.(d)
__________
(a) Previously filed on October 5, 1999 as an exhibit to the Registrant's
Registration Statement of Form N-14 (File No. 333-88483).
3 -- Not Applicable.
4 -- Form of Agreement and Plan of Reorganization among the
Registrant and MuniVest New Jersey Fund, Inc. (included in
Exhibit II to the Proxy Statement and Prospectus contained in
this Registration Statement)(d)
5 -- Copies of instruments defining the rights of stockholders,
including the relevant portions of the Article of
Incorporation and the By-Laws of the Registrant.(b)
6 -- Form of Investment Advisory Agreement between Registrant and
Fund Asset Management, L.P.(d)
7(a) -- Form of Purchase Agreement for the Common Stock.(d)
(b) -- Form of Purchase Agreement for the AMPS.(d)
(c) -- Form of Merrill Lynch Standard Dealer Agreement.(d)
8 -- Not applicable.
9 -- Custodian Contract between the Registrant and The Bank of New
York.(d)
10 -- Not applicable.
11 -- Opinion and Consent of Brown & Wood LLP, counsel for the
Registrant.(d)
12 -- Private Letter Ruling from the Internal Revenue Service.
13(a) -- Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement between the Registrant and The Bank
of New York.(d)
(b) -- Form of Auction Agent Agreement(d)
(c) -- Form of Broker-Dealer Agreement(d)
(d) -- Form of Letter of Representations(d)
14(a) -- Consent of Deloitte & Touche LLP, independent auditors for
the Registrant.(d)
(b) -- Consent of Ernst & Young LLP, independent auditors for MuniVest
New Jersey Fund, Inc.(d)
15 -- Not applicable.
16 -- Power of Attorney(c)
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.
__________
(b) Reference is made to Article V, Article VI (sections 2, 3, 4, 5 and
6), Article VII, Article VIII, Article X, Article XI, Article XII and
Article XIII of the Registrant's Articles of Incorporation, filed as
Exhibit (1)(a) to the Registration Statement, and to Article II,
Article III (sections, 1, 2, 3, 5, and 17), Article VI, Article VII,
Article XII, Article XIII and Article XIV of the Registrant's By-Laws
filed as Exhibit (2). Reference is also made to the Form of Articles
Supplementary filed as Exhibits 1(b), 1(c) and 1(e) and to the
Articles of Amendment to Articles Supplementary filed as Exhibit 1(d)
hereto.
(c) Included on the signature page of the Registrant's Registration
Statement on Form N-14 filed on October 5, 1999 and incorporated by
reference herein.
(d) Filed on November 9, 1999 as an exhibit to the Registrant's
Registration Statement on Form N-14.
(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 the time shall be deemed to be the initial bona fide offering of
them.
(3) The Registrant undertakes to file, by post-effective amendment,
either a copy of the Internal Revenue Service private letter ruling applied
for or an opinion of counsel as to certain tax matters, within a reasonable
time after receipt of such ruling or opinion.
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 15th day of March, 2000.
MUNIYIELD NEW JERSEY FUND, INC.
(Registrant)
By: /s/ Terry K. Glenn
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(Terry K. Glenn,
President and Director)
As required by the Securities Act of 1933, this Pre-Effective
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
TERRY K. GLENN* President and Director (Principal
- --------------------------------------------------- Executive Officer)
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
- --------------------------------------------------- (Principal Financial and Accounting
(Donald C. Burke) Officer)
JAMES H. BODURTHA* Director
- ---------------------------------------------------
(James H. Bodurtha)
HERBERT I. LONDON* Director
- ---------------------------------------------------
(Herbert I. London)
ROBERT R. MARTIN* Director
- ---------------------------------------------------
(Robert R. Martin)
JOSEPH L. MAY* Director
- ---------------------------------------------------
(Joseph L. May)
ANDRE F. PEROLD* Director
- ---------------------------------------------------
(Andre F. Perold)
ARTHUR ZEIKEL* Director
- ---------------------------------------------------
(Arthur Zeikel)
*BY: /S/ TERRY K. GLENN March 15, 2000
- ---------------------------------------------------
(Terry K. Glenn, Attorney-in-fact)
</TABLE>
EXHIBIT INDEX
12-- Private Letter Ruling from The Internal Revenue Service.
Internal Revenue Service Department of the Treasury
Index Number: 0368.03-00; 0368.13-00 Washington, DC 20224
Donald C. Burke Person to Contact:
Vice President and Treasurer Daniel Fisher, 50-11951
MuniYield New Jersey Fund, Inc. Telephone Number:
800 Scudders Mill Road (202) 622-7790
Plainsboro, New Jersey 08536 Refer Reply To:
CC:DOM:CORP:3-PLR-115774-99
Date:
Acquiring = MuniYield New Jersey Fund, Inc.,
a Maryland corporation
EIN: 22-3153971
Target = MuniVest New Jersey Fund, Inc.,
a Maryland corporation
EIN: 22-3229824
State A = Maryland
-
State B = New Jersey
-
State B Tax = New Jersey personal income taxes
-
Dear Mr. Burke:
This letter responds to your representative's September 24, 1999
request for rulings on the federal income tax consequences of a proposed
transaction. Additional information with respect to the proposed transaction
was submitted in letters dated December 6, 1999, January 7, 2000, and January
12, 2000. The information submitted for consideration is summarized below.
Acquiring is incorporated under the laws of State A and registered
under the Investment Company Act of 1940 (the "l940 Act") as a non-diversified
closed-end management investment company. Acquiring has elected to be taxed as
a regulated investment company ("RIC") under ss.ss. 851-855. Acquiring's
investment objective is to provide shareholders with high current income
exempt from federal income tax and State B Tax. Acquiring pursues its
investment objective by investing primarily in a portfolio of long-term
municipal obligations issued by or on behalf of State B.
Target is incorporated under the laws of State A and registered under
the 1940 Act as a non-diversified closed-end management investment company.
Target has elected to be taxed as a RIC under ss.ss. 851-855. Target's
investment objective is to provide shareholders with high current income
exempt from federal income tax and State B Tax. Target pursues its investment
objective by investing primarily in a portfolio of long-term municipal
obligations issued by or on behalf of State B.
Acquiring and Target each has one class of voting common stock and
one class of voting preferred stock outstanding. Both file their income tax
returns based on the accrual method of accounting.
Acquiring and Target have approved a plan of reorganization for what
are represented to be valid business reasons. Pursuant to the plan, the
following transaction is proposed (the "Transaction"):
(1) Target will transfer all of its assets and liabilities to
Acquiring in exchange for newly issued Acquiring voting
common stock and voting preferred stock (the "Transfer").
(2) Target will liquidate and distribute to its shareholders all
of the Acquiring stock received in the exchange. Each Target
shareholder will receive, on a pro rata basis, shares of the
class of Acquiring stock with the same class designation and
respective rights as the Target stock held by such
shareholder immediately prior to the Transfer.
(3) Target will dissolve in accordance with the laws of State A
and will terminate its registration under the 1940 Act.
(4) Acquiring may sell up to 66% of the assets received in the
Transaction to unrelated purchasers and will reinvest any
proceeds consistent with its investment objectives and
policies.
The following representations have been made in connection with the
Transaction:
(a) The fair market value of the Acquiring stock received by
each Target shareholder will be approximately equal to the
fair market value of the Target stock surrendered in the
exchange.
(b) Acquiring will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of
the fair market value of the gross assets held by Target
immediately prior to the Transaction. For purposes of this
representation, amounts paid by Target to dissenters,
amounts used by Target to pay its reorganization expenses,
and all redemptions and distributions (except for regular,
normal dividends) made by Target immediately preceding the
transfer will be included as assets of Target held
immediately prior to the Transaction.
(c) Acquiring has no plan or intention to reacquire any of its
stock issued in the Transaction.
(d) After the Transaction, Acquiring will use the assets
acquired from Target, except that a portion of these assets
may be sold or otherwise disposed of in the ordinary course
of Acquiring's business. Any proceeds will be invested in
accordance with Acquiring's investment objectives. Acquiring
has no plan or intention to sell or dispose of any of the
assets of Target acquired in the Transaction, except for
dispositions made in the ordinary course of business or
transfers described in ss. 368(a)(2)(C).
(e) Target will distribute to its shareholders the stock of
Acquiring it receives pursuant to the plan of
reorganization.
(f) The liabilities of Target assumed by Acquiring and any
liabilities to which the transferred assets of Target are
subject were incurred by Target in the ordinary course of
its business.
(g) Following the Transaction, Acquiring will continue the
historic business of Target or use a significant portion of
Target's historic business assets in the continuing
business.
(h) Acquiring, Target, and the shareholders of Target will pay
their respective expenses, if any, incurred in connection
with the Transaction.
(i) There is no intercorporate indebtedness existing between
Target and Acquiring that was issued, acquired or will be
settled at a discount.
(j) Acquiring and Target each meets the requirements of a
regulated investment company as defined inss. 368(a)(2)(F).
(k) Acquiring does not own, directly or indirectly, nor has it
owned during the past five years, directly or indirectly,
any stock of Target.
(1) The fair market value of the assets of Target transferred to
Acquiring will equal or exceed the sum of the liabilities
assumed by Acquiring, plus the amount of liabilities, if
any, to which the transferred assets are subject.
(m) Cash is being distributed to the shareholders of Target in
lieu of fractional shares of Acquiring solely to save
Acquiring the expense and inconvenience of issuing and
transferring fractional shares. Such cash does not represent
separately bargained for consideration in the Transaction.
The total cash consideration that will be paid to the Target
shareholders instead of issuing fractional shares of
Acquiring stock will not exceed one percent of the total
consideration that will be issued in the Transaction to the
Target shareholders in exchange for their shares of Target
stock. The fractional share interests of each shareholder of
Target will be aggregated, and no Target shareholder will
receive cash in an amount equal to or greater than the value
of one full share of Acquiring stock.
(n) Target is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of ss. 368(a)(3)(A).
(o) Target and Acquiring have elected to be taxed as RICs under
ss. 851 and, for all of their taxable periods (including
Target's last short taxable period ending on the date of the
Transaction), have qualified for the special tax treatment
afforded RICs under the Internal Revenue Code. After the
Transaction, Acquiring intends to continue to so qualify.
(p) There is no plan or intention for Acquiring (the issuing
corporation as defined in ss. 1.368-1 (b)), or any person
related (as defined in ss. 1. 368-1 (e)(3)) to Acquiring, to
acquire, during the five year period beginning on the date
of the Transaction, with consideration other than Acquiring
stock, Acquiring stock furnished in exchange for a
proprietary interest in Target in the Transaction, either
directly or through any transaction, agreement, or
arrangement with any other person, except for cash
distributed to the Target common shareholders in lieu of
fractional shares of Acquiring common stock.
(q) During the five year period ending on the date of the
Transaction, (i) neither Acquiring, nor any person related
(as defined inss. 1.368-1(e)(3)) to Acquiring, will have
acquired Target stock with consideration other than
Acquiring stock, (ii) neither Target, not any person related
(as defined inss. 1.368-1 (e)(3) without regard toss.
1.368-1 (e)(3)(i)(A)) to Target, will have acquired Target
stock with consideration other than Acquiring stock or
Target stock, and (iii) no distributions will have been made
with respect to Target stock (other than regular, normal
dividend distributions made pursuant to Target's historic
dividend paying practice), either directly or through any
transaction, agreement, or arrangement with any other
person, except for (a) cash paid to dissenters and (b)
distributions described inss.ss. 852 and 4982, as required
for Target's tax treatment as a RIC.
(r) The aggregate value of the acquisitions, redemptions, and
distributions described in paragraphs (p) and (q) above will
not exceed 50 percent of the value (without giving effect to
the acquisitions, redemptions, and distributions) of the
proprietary interest in Target on the effective date of the
Transaction.
Based solely on the information submitted and on the representations
set forth above, we hold as follows:
(1) The acquisition by Acquiring of substantially all of the
assets of Target in exchange for voting stock of Acquiring
and Acquiring's assumption of Target's liabilities, followed
by the distribution by Target to its shareholders of
Acquiring stock and any remaining assets, in complete
liquidation, will qualify as a reorganization within the
meaning of ss. 368(a)(1)(C). Target and Acquiring will each
be a "party to a reorganization" within the meaning of ss.
368(b).
(2) Target will recognize no gain or loss upon the transfer of
substantially all of its assets to Acquiring in exchange for
voting stock of Acquiring and Acquiring's assumption of
Target's liabilities or upon the distribution of the
Acquiring stock to the Target shareholders. Sections 361(a)
and (c) and 357(a).
(3) Acquiring will recognize no gain or loss on the receipt of
the assets of Target in exchange for voting stock of
Acquiring. Section 1032(a).
(4) The basis of Target's assets in the hands of Acquiring will
be the same as the basis of those assets in the hands of
Target immediately prior to the Transaction. Section 362(b).
(5) Acquiring's holding period for the Target assets acquired
will include the period during which such assets were held
by Target. Section 1223(2).
(6) The Target shareholders will recognize no gain or loss on
the receipt of voting stock of Acquiring solely in exchange
for their Target stock (including fractional shares to which
they may be entitled). Section 354(a)(1).
(7) The basis of the Acquiring stock received by the Target
shareholders will be the same as the basis of the Target
stock surrendered in exchange therefor. Section 358(a)(1).
(8) The holding period of the Acquiring stock received by the
Target shareholders in exchange for their Target stock
(including fractional shares to which they may be entitled)
will include the period that the shareholder held the Target
stock exchanged therefor, provided that the shareholder held
such stock as a capital asset on the date of the exchange.
Section 1223(l).
(9) The payment of cash to the Target shareholders in lieu of
fractional shares of Acquiring will be treated as though the
fractional shares were distributed as part of the
Transaction and then redeemed by Acquiring. The cash
payments will be treated as distributions in full payment
for the fractional shares deemed redeemed underss. 302(a),
with the result that such Target shareholders will have
short-term or long-term capital gain or loss to the extent
that the cash they receive differs from the basis allocable
to such fractional shares. (Rev. Rul. 66-365, 1966-2 C.B.
116, and Rev. Proc-77-41, 1977-2 C.B. 574).
(10) Pursuant to ss.381(a) and ss. 1.381(a)-1, the tax year of
Target will end on the effective date of the Transaction and
Acquiring will succeed to and take into account the items of
Target described in ss. 381(c), subject to the provisions
and limitations specified in ss.ss. 381, 382, 383, and 384,
and the regulations thereunder.
No opinion is expressed about the tax treatment of the Transaction
under other provisions of the Code and regulations or about the tax treatment
of any conditions existing at the time of, or effects resulting from, the
transactions that are not specifically covered by the above rulings.
Specifically, no opinion was requested, and none is expressed, about whether
Acquiring or Target qualify as a RIC that is taxable under Subchapter M, Part
1 of the Code.
The rulings contained in this letter are based upon information and
representations submitted by the taxpayer and accompanied by a penalty of
perjury statement executed by an appropriate party. While this office has not
verified any of the material submitted in support of the request for rulings,
it is subject to verification on examination.
This ruling is directed only to the taxpayer(s) requesting it.
Section 6110(k)(3) of the Code provides that it may not be used or cited as
precedent.
In accordance with the Power of Attorney on file with this office, a
copy of this letter is being sent to your authorized representative.
A copy of this letter must be attached to any income tax return to
which it is relevant.
Sincerely yours,
Assistant Chief Counsel (Corporate)
By: /s/ Michael J. Wilder
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Michael J. Wilder
Assistant to the Chief, Branch 3
