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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2000
SECURITIES ACT FILE NO. 333-95885
INVESTMENT COMPANY ACT FILE NO. 811-6581
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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. 1 [X] POST-EFFECTIVE AMENDMENT NO. 1
(CHECK APPROPRIATE BOX OR BOXES)
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MERRILL LYNCH DRAGON 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
MERRILL LYNCH DRAGON FUND, 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)
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COPIES TO:
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FRANK P. BRUNO, ESQ. MICHAEL J. HENNEWINKEL, ESQ.
BROWN & WOOD LLP MERRILL LYNCH ASSET MANAGEMENT
One World Trade Center 800 Scudders Mill Road
New York, NY 10048-0557 Plainsboro, NJ 08536
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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, as amended.
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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).
Parts A and B are incorporated herein by reference from Pre-Effective Amendment
No. 1 to this Registration Statement (File No. 333-95885) filed on March 22,
2000.
This Amendment is being filed solely to file as Exhibit No. 11 to this
Registration Statement the opinion and consent of Brown & Wood LLP, counsel for
the Registrant.
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PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Reference is made to Article VI 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 Class A, Class B, Class C
and Class D Distribution Agreements.
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 the Class A, Class B, Class C and Class D Shares
Distribution Agreements relating to the securities being offered hereby, the
Registrant agrees to indemnify the Distributor and each person, if any, who
controls the Distributor 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.
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(1)(a) -- Articles of Incorporation of the Registrant, dated February
13, 1992.(a)
(1)(b) -- Articles of Amendment to the Articles of Incorporation of
the Registrant, dated October 17, 1994.(a)
(1)(c) -- Articles Supplementary to the Articles of Incorporation of
the Registrant, dated October 17, 1994.(a)
(1)(d) -- Articles Supplementary to the Articles of Incorporation of
the Registrant, dated September 1, 1995.(b)
(2) -- By-Laws of the Registrant.(b)
(3) -- Not applicable.
(4) -- Form of Agreement and Plan of Reorganization between the
Registrant and Merrill Lynch Emerging Tigers Fund, Inc.(c)
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(5) -- Copies of instruments defining the rights of stockholders, including the relevant portions of the
Articles of Incorporation of the Registrant, as amended and supplemented, and the By-Laws of the
Registrant.(d)
(6)(a) -- Form of Management Agreement between the Registrant and Merrill Lynch Asset Management, L.P.
("MLAM").(b)
(6)(b) -- Supplement to Management Agreement between the Registrant and MLAM, dated January 3, 1994(e)
(6)(c) -- Sub-Advisory Agreement between Merrill Lynch Asset Management, L.P. and Merrill Lynch Asset Management
U.K. Limited.(f)
(7)(a) -- Form of Class A Shares Distribution Agreement between the Registrant and Merrill Lynch Funds
Distributor, Inc. (now known as Princeton Funds Distributor, Inc.) (the "Distributor")(a)
(7)(b) -- Form of Class B Shares Distribution Agreement between the Registrant and the Distributor.(a)
(7)(c) -- Letter Agreement between the Registrant and the Distributor, with respect to the Merrill Lynch Mutual
Fund Adviser Program.(e)
(7)(d) -- Form of Class C Shares Distribution Agreement between the Registrant and the Distributor.(a)
(7)(e) -- Form of Class D Shares Distribution Agreement between the Registrant and the Distributor.(a)
(8) -- None.
(9) -- Form of Custody Agreement between the Registrant and Brown Brothers Harriman & Co.(a)
(10)(a) -- Form of Class B Shares Distribution Plan and Class B Shares Distribution Plan Sub-Agreement of the
Registrant.(a)
(10)(b) -- Form of Class C Shares Distribution Plan and Class C Shares Distribution Plan Sub-Agreement of the
Registrant.(a)
(10)(c) -- Form of Class D Shares Distribution Plan and Class D Shares Distribution Plan Sub-Agreement of the
Registrant.(a)
(10)(d) -- Merrill Lynch Select PricingSM System Plan pursuant to Rule l8f-3 under the Investment Company Act of
1940, as amended.(g)
(11) -- Opinion and Consent of Brown & Wood LLP, counsel for the Registrant.
(12) -- Private Letter Ruling from the Internal Revenue Service.(j)
(13) -- Not applicable.
(14)(a) -- Consent of Deloitte & Touche LLP, independent auditors for the Registrant.(k)
(14)(b) -- Consent of Deloitte & Touche LLP, independent auditors for Merrill Lynch Emerging Tigers Fund, Inc.(k)
(15) -- Not applicable.
(16) -- Power of Attorney.(h)
(17)(a) -- Prospectus, dated March 22, 2000, and Statement of Additional Information, dated March 22, 2000, of
the Registrant.(k)
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(17)(b) -- Annual Report to Shareholders of the Registrant, as of December 31, 1999.(k)
(17)(c) -- Annual Report to Shareholders of Merrill Lynch Emerging Tigers Fund, Inc., as of November 30, 1999.(k)
(17)(d) -- Form of Proxy Card(i)
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(a) Filed on April 27, 1995, as an Exhibit to Post-Effective Amendment No. 5 to
the Registrant's Registration Statement on Form N-1A (File No. 333-46216)
under the Securities Act of 1933, as amended (the "Registration Statement").
(b) Filed on April 26, 1996, as an Exhibit to Post-Effective Amendment No. 6 to
the Registration Statement.
(c) Included as Exhibit I to the Proxy Statement and Prospectus contained in
this Registration Statement.
(d) Reference is made to Article II (Sections 3, 4 and 5), Article IV (Sections
1, 2, 3, 4, 5, 6, 7, 8, 9 and 10), Article V (Sections 2, 3, 4, 5 and 6),
Article VI, Article VII and Article IX of the Registrant's Articles of
Incorporation filed as Exhibit (1)(a) to the Registration Statement; the
Articles of Amendment to the Articles of Incorporation filed as Exhibit
(1)(b) to the Registration Statement; the Articles Supplementary to the
Articles of Incorporation filed as Exhibits (1)(c) and (1)(d) to the
Registration Statement; and Article II (Sections 1, 2, 3, 4, 5, 6, 7, 8, 9,
10 and 11), Article III (Sections 1, 3, 5, 6 and 17), Article VI, Article
VII (Sections 1, 2, 3, 4, 5, 6 and 7), Article XII, Article XIII and Article
XIV of the Registrant's By-Laws filed as Exhibit (2) to the Registration
Statement.
(e) Filed on April 28, 1994, as an Exhibit to Post-Effective Amendment No. 3 to
the Registration Statement.
(f) Filed on April 28, 1997, as an Exhibit to Post-Effective Amendment No. 7 to
the Registration Statement.
(g) Incorporated by reference to Exhibit 18 to Post-Effective Amendment No. 13
to the Registration Statement on Form N-1A under the Securities Act of 1933,
as amended, filed on January 25, 1996, relating to shares of Merrill Lynch
New York Municipal Bond Fund series of Merrill Lynch Multi-State Municipal
Series Trust (File No. 2-99473).
(h) Included on the signature page of the Registrant's Registration Statement on
Form N-14 (File No. 333-95885) under the Securities Act of 1933, as amended
(the "N-14 Registration Statement") filed on February 1, 2000 and
incorporated herein by reference.
(i) Filed on February 1, 2000, as an Exhibit to the N-14 Registration Statement.
(j) To be filed by post-effective amendment.
(k) Filed on March 22, 2000, as an Exhibit to Pre-Effective Amendment No.1 to
the N-14 Registration Statement.
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, 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.
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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 23rd day of March, 2000.
MERRILL LYNCH DRAGON FUND, INC.
(Registrant)
/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.
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SIGNATURE TITLE DATE
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TERRY K. GLENN* President (Principal Executive
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(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
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(Donald C. Burke) Accounting Officer)
CHARLES C. REILLY* Director
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(Charles C. Reilly)
RICHARD R. WEST* Director
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(Richard R. West)
ARTHUR ZEIKEL* Director
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(Arthur Zeikel)
EDWARD D. ZINBARG* Director
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(Edward D. Zinbarg)
* By: /s/ DONALD C. BURKE March 23, 2000
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(Donald C. Burke, Attorney-in-Fact)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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11 -- Opinion and Consent of Brown & Wood LLP, Counsel for the
Registrant.
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EXHIBIT 11
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
March 22, 2000
Merrill Lynch Dragon Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
Ladies and Gentlemen:
We have acted as counsel for Merrill Lynch Dragon Fund, Inc. (the "Fund"),
in connection with the proposed acquisition by the Fund of substantially all of
the assets and the assumption of substantially all of the liabilities of Merrill
Lynch Emerging Tigers Fund, Inc. ("Emerging Tigers"), in exchange for
newly-issued shares of common stock of the Fund (the "Reorganization"). This
opinion is furnished in connection with the Fund's Registration Statement on
Form N-14 (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.10 per share, of the
Fund (the "Shares"), to be issued in the Reorganization.
As counsel for the Fund, we are familiar with the proceedings taken by it
and to be taken by it in connection with the authorization, issuance and sale of
the Shares. In addition, we have examined and are familiar with the Articles of
Incorporation of the Fund, as amended and supplemented, the By-Laws of the Fund
and such other documents as we have deemed relevant to the matters referred to
in this opinion.
Based upon the foregoing, we are of the opinion that subsequent to the
approval of the Agreement and Plan of Reorganization between the Fund and
Emerging Tigers set forth in the proxy statement and prospectus constituting a
part of the Registration Statement (the "Proxy Statement and Prospectus"), the
Shares, upon issuance in the manner referred to in the Registration Statement,
for consideration not less than the par value thereof, will be legally issued,
fully paid and non-assessable shares of common stock of the Fund.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Proxy Statement and
Prospectus constituting parts thereof.
Very truly yours,
/s/ Brown & Wood LLP
