As filed with the Securities and Exchange Commission on October 25, 2000
Securities Act File No. 333-37288
Investment Company Act File No. 811-7794
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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. 2
(Check appropriate box or boxes)
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MERRILL LYNCH EMERGING MARKETS DEBT 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)
------------------------------
Terry K. Glenn
Merrill Lynch Emerging Markets Debt 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:
FRANK P. BRUNO, ESQ. MICHAEL J. HENNEWINKEL, ESQ.
BROWN & WOOD LLP MERRILL LYNCH INVESTMENT MANAGERS, L.P.
One World Trade Center 800 Scudders Mill Road
New York, NY 10048-0557 Plainsboro, NJ 08536
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Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the Securities Act of
1933.
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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.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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*Formerly Merrill Lynch Americas Income Fund, Inc.
<PAGE>
This amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C of the Registration Statement (including signature page).
Parts A and B are incorporated by reference from Pre-Effective Amendment
No. 1 to this Registration Statement (File No. 333-37288) filed on July 12,
2000.
This amendment is being filed solely to file as Exhibit No. 12 to this
Registration Statement the private letter ruling received from the Internal
Revenue Service.
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VI of Registrant's Articles of
Incorporation, Article VI of 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.
Article VI of the By-Laws provides that each officer and director of the
Registrant shall be indemnified by the Registrant to the full extent permitted
under the General Laws of the State of Maryland, except that such indemnity
shall not protect any such person against any liability to the Registrant or
any stockholder thereof to which such person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. Absent a court
determination that an officer or director seeking indemnification was not
liable on the merits or guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office, the decision by the Registrant to indemnify such person must be based
upon the reasonable determination of independent counsel or non-party
independent directors, after review of the facts, that such officer or
director is not guilty of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Each officer and director of the Registrant claiming indemnification
within the scope of Article VI of the By-Laws shall be entitled to advances
from the Registrant for payment of the reasonable expenses incurred by him in
connection with proceedings to which he is a party in the manner and to the
full extent permitted under the General Laws of the State of Maryland,
provided, however, that the person seeking indemnification shall provide to
the Registrant a written affirmation of his good faith belief that the
standard of conduct necessary for indemnification by the Registrant has been
met and a written undertaking to repay any such advance, if it should
ultimately be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide a security in form
and amount acceptable to the Registrant for his undertaking; (b) the
Registrant is insured against losses arising by reason of the advance; (c) a
majority of a quorum of non-party independent directors, or independent legal
counsel in a written opinion, shall determine, based on a review of facts
readily available to the Registrant at the time the advance is proposed to be
made, that there is reason to believe that the person seeking indemnification
will ultimately be found to be entitled to indemnification.
The Registrant may purchase insurance on behalf of an officer or director
protecting such person to the full extent permitted under the General Laws of
the State of Maryland from liability arising from his or her activities as an
officer or director of the Registrant. The Registrant, however, may not
purchase insurance on behalf of any officer or director of the Registrant that
protects or purports to protect such person from liability to the Registrant
or to its stockholders to which such officer or director would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his or her office.
The Registrant may indemnify, make advances or purchase insurance to the
extent provided in Article VI of the By-Laws on behalf of an employee or agent
who is not an officer or director of the Registrant.
In Section 9 of the Class A, Class B, Class C and Class D 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 (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.
(1)(a) Amended and Restated Articles of Incorporation of the Registrant,
dated November 12, 1993.(a)
(b) Articles of Amendment to Articles of Incorporation of the Registrant.(b)
(c) Articles Supplementary to the Articles of Incorporation of the
Registrant.(b)
(2) By-Laws of the Registrant.(c)
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization between the Registrant and
Worldwide DollarVest Fund, Inc. (included as Exhibit I to the Proxy
Statement and Prospectus contained in this Registration Statement).
(5) Portions of the Articles of Incorporation, as amended and restated, and
By-Laws of the Registrant defining the rights of holders of shares of
common stock of the Registrant.(d)
(6) (a) Investment Advisory Agreement between the Registrant and Merrill Lynch
Investment Managers, L.P. ("MLIM").(e)
(b) Supplement to Investment Advisory Agreement between the Registrant and
MLIM.(g)
(c) Form of Sub-Advisory Agreement between MLIM and Merrill Lynch Asset
Management U.K. Limited.(f)
(7) (a) Form of Unified Distribution Agreement between the Registrant and FAM
Distributors, Inc. (the "Distributor").(h)
(8) Credit Agreement between the Registrant and a syndicate of banks. (j)
(9) Custody Agreement between the Registrant and Brown Brothers Harriman &
Co.(e)
(10)(a) Form of Unified Class B Distribution of the Registrant.(h)
(b) Form of Unified Class C Distribution Plan of the Registrant.(h)
(c) Form of Unified Class D Distribution Plan of the Registrant.(h)
(11) Opinion and Consent of Brown & Wood LLP, counsel for the Registrant.(l)
(12) Private Letter Ruling from the Internal Revenue Service.
(13) Not applicable.
(14)(a) Consent of Deloitte & Touche LLP, independent auditors for the
Registrant.(l)
(b) Consent of Deloitte & Touche LLP), independent auditors for Worldwide
DollarVest Fund, Inc.(l)
(15) Not applicable.
(16) Power of Attorney.(k)
(17)(a) Prospectus dated March 30, 2000, as supplemented, and Statement of
Additional Information, dated March 30, 2000, of the Registrant.(l)
(b) Annual Report to Stockholders of the Registrant, as of December 31,
1999.(l)
(c) Annual Report to Stockholders of Worldwide DollarVest Fund, Inc. as of
November 30, 1999.(l)
(d) Form of Proxy(l)
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(a) Filed on August 20, 1993 as an Exhibit to Pre-Effective Amendment No. 3
to the Registrant's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (File No. 33-64398) (the "Registration
Statement").
(b) Filed on April 28, 1995 as an Exhibit to Post-Effective Amendment No. 3
to the Registration Statement.
(c) Filed On April 29, 1996 as an Exhibit to Post-Effective Amendment No. 4
to the Registration Statement.
(d) Reference is made to Article III (Sections 2, 3, 4 and 5), Article IV,
Article V (Sections 2, 3, 4, 5, 6 and 7), Article VI, Article VII and
Article IX of the Registrant's Amended and Restated Articles of
Incorporation filed as Exhibit 1(a) to the Registration Statement;
Articles of Amendment to the Articles of Incorporation filed as Exhibit
1(b) to the Registration Statement; Articles Supplementary to the
Articles of Incorporation filed as Exhibit 1(c) to the Registration
Statement; and Article II, Article III (Sections 1, 2, 3, 5, 6 and 7),
Article VI, Article VII, Article XII, Article XIII and Article XIV of the
Registrant's By-Laws filed as Exhibit 2 to the Registration Statement.
(e) Filed on February 18, 1994, as an Exhibit to Post-Effective Amendment No.
1 to the Registration Statement.
(f) Filed on April 29, 1997, as an Exhibit to Post-Effective Amendment No. 5
to the Registration Statement.
(g) Filed on October 17, 1994, as an Exhibit to Post-Effective Amendment No.
2 to the Registration Statement.
(h) Filed on June 21, 2000, as an Exhibit to Post-Effective Amendment No. 10
to the Registration Statement.
(i) 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).
(j) Incorporated by reference to Exhibit 8(b) to the Registration Statement
on Form N-1A of Master Premier Growth Trust (File No. 811-09733), filed
December 21, 1999.
(k) Included on the signature page of the N-14 Registration Statement filed
on May 18, 2000 and incorporated herein by reference.
(l) Filed on July 12, 2000 as an Exhibit to Pre-Effective Amendment No. 1 to
the 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.
<PAGE>
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 25th day of October, 2000.
MERRILL LYNCH EMERGING MARKETS DEBT FUND, INC.
(Registrant)
By /s/ Donald C. Burke
--------------------------------------------------
(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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
TERRY K. GLENN* President and Director
-----------------------------------
(Terry K. Glenn) (Principal Executive Officer)
Vice President and Treasurer
DONALD C. BURKE* (Principal Financial
------------------------------------
(Donald C. Burke) And 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
------------------------------------
(Arthur Zeikel)
EDWARD D. ZINBARG* Director
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(Edward D. Zinbarg)
*By: /s/ Donald C. Burke
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(Donald C. Burke, Attorney-in-Fact) October 25, 2000
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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(12) -- Private Letter Ruling from the Internal Revenue Service.
<PAGE>
Internal Revenue Service Department of the Treasury
Index Number: Washington, DC 20224
Mr. Donald C. Burke Person to Contact:
Vice President and Treasurer Ms. Frances Kelly, ID # 50-16034
Merrill Lynch Americas Income Fund, Inc. Telephone Number:
Worldwide DollarVest Fund, Inc. (202) 622-7770
800 Scudders Mill Road Refer Reply To:
Plainsboro, NJ 08536 CC: CORP:B2-PLR-110760-00
Date:
September 7, 2000
LEGEND:
Acquiring = Merrill Lynch Americas Income Fund, Inc.
a Maryland corporation
EIN: 22-3249394
Target = Worldwide DollarVest Fund, Inc.
a Maryland corporation
EIN: 22-3276789
State A = Maryland
Dear Mr. Burke:
This letter is in reply to a letter dated May 17, 2000 regarding the
federal income tax consequences of a proposed transaction. Additional
information was submitted in a letter dated August 21, 2000. The information
submitted for consideration is summarized below.
Acquiring is organized under the laws of State A and is registered under
the Investment Company Act (the "1940 Act") as a non-diversified open-end
management investment company. Acquiring has elected to be taxed as a
regulated investment company (RIC) under sections 851 through 855 of the
Internal Revenue Code. Acquiring's investment objective will be to provide a
high level of current income by investing in debt obligations of issuers
located in emerging countries, with a secondary objective of capital
appreciation.
Target is organized under the laws of State A and is registered under the
1940 Act as a non-diversified closed-end management investment company. Target
has elected to be treated as a regulated investment company (RIC) under
sections 851 through 855 of the Internal Revenue Code. Target's investment
objective is to provide its shareholders with high current income by investing
exclusively in U.S. dollar denominated securities, substantially all of which
will be debt securities, and, as a secondary objective, to seek capital
appreciation. Under State A law, stockholders of Target do not have
dissenter's rights.
Acquiring has authorized four classes of voting common stock, designated
Class A, Class B, Class C, and Class D Common Stock. Target has one class of
common stock authorized. Both Acquiring and Target 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. To the best of knowledge and belief,
the transaction does not qualify under Section 368(a)(1)(A). Pursuant to the
plan, the following transaction is proposed (the Transaction):
(i) Target will transfer all of its assets and liabilities to Acquiring
in exchange for an equal value of newly issued Acquiring Class A
voting common stock. Fractional shares will be issued.
(ii) Target will liquidate and distribute to its shareholders all of the
Acquiring stock received in the exchange. Each Target shareholder
will be entitled to receive a proportionate number of Acquiring
Class A shares equal to the aggregate net asset value of the Target
shares owned by such shareholder on the exchange date.
(iii) Target will dissolve in accordance with the laws of State A and
will terminate its registration under the 1940 Act.
(iv) 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) There is no plan or intention by the Target shareholders who own 5%
or more of the Target stock and to the best knowledge of the
management of Target, there is no plan or intention on the part of
the remaining shareholders of Target, to sell, exchange, or
otherwise dispose of a number of shares of Acquiring stock received
in the Transaction that would reduce Target shareholders' ownership
of Acquiring stock to a number of shares having a value, as of the
date of the Transaction, of less than 50% of the value of all of
the formerly outstanding stock of Target as of the same date. For
purposes of this representation, shares of Target stock exchanged
for cash or other property or surrendered by dissenters will be
treated as outstanding Target stock on the date of the Transaction.
Moreover, shares of Target stock and shares of Acquiring stock held
by Target shareholders and otherwise sold, redeemed, or disposed of
prior to or subsequent to the Transaction will be considered in
making this representation.
(c) Acquiring will acquire at least 90% of the fair market value of the
net assets and at least 70% 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 Transaction 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.
(d) After the Transaction, the shareholders of Target will be in
control of Acquiring within the meaning of section 368(a)(2)(H).
(e) Acquiring has no plan or intention to reacquire any of its stock
issued in the Transaction except in connection with its legal
obligations under section 22(e) of the 1940 Act.
(f) After the Transaction, Acquiring will use the assets acquired from
Target in its business, except that a portion of these assets may
be sold or otherwise disposed of in the ordinary course of
Acquiring's business and as set forth above in step (iv) of the
transaction. Any proceeds will be invested in accordance with
Acquiring's investment objectives. Acquiring has no plan or
intention to sell or otherwise dispose of any of the assets of
Target acquired in the Transaction, except for dispositions made in
the ordinary course of business.
(g) Target will distribute to its shareholders the stock of Acquiring
it receives pursuant to the plan of reorganization.
(h) 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.
(i) 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.
(j) At the time of the Transaction, Acquiring will not have outstanding
any warrants, options, convertible securities, or any other type of
right pursuant to which any person could acquire stock of Acquiring
that, if exercised or converted, would affect Target shareholders'
acquisition or retention of control of Acquiring, as defined in
section 368(a)(2)(H).
(k) Target, Acquiring, and the shareholders of Target will pay their
respective expenses, if any, incurred in connection with the
Transaction.
(l) There is no intercorporate indebtedness existing between Acquiring
and Target that was issued, acquired, or will be settled at
discount.
(m) Acquiring and Target each meets the requirements of a regulated
investment company in section 368(a)(2)(F).
(n) The fair market value of the assets of Target transferred to
Acquiring will equal or exceed the sum of the liabilities to be
assumed by Acquiring, plus the amount of the liabilities, if any,
to which the transferred assets are subject.
(o) The total adjusted bases of the assets of Target transferred to
Acquiring will equal or exceed the sum of the liabilities assumed
by Acquiring, plus the amount of the liabilities, if any, to which
the transferred assets are subject.
(p) Acquiring does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of
Target.
(q) Target is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of section 368(a)(3)(A).
(r) Target and Acquiring have elected to be taxed as RIC's under
section 851 and, for all of their taxable periods (including the
last short taxable period ending on the date of the Transaction,
for Target), have qualified for the special tax treatment afforded
RIC's under the Code. After the Transaction, Acquiring intends to
continue to so qualify.
(s) There is no plan or intention for Acquiring (the issuing
corporation as defined in section 1.368-1(b)) or any person related
(as defined in section 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, other
than redemptions in the ordinary course of the Acquiring business
as an open-end investment company as required by section 22(e) of
the 1940 Act.
(t) During the five-year period ending on the date of the Transaction:
(i) neither Acquiring, nor any person related (as defined in
section 1.368-1(e)(3)) to Acquiring, will have acquired Target
stock with consideration other than Acquiring stock, (ii) neither
Target nor any person related (as defined in section 1.368-1(e)(3))
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 in sections 852 and 4982, as required for Target's tax
treatment as a RIC.
(u) The aggregate value of the acquisitions, redemptions, and
distributions discussed in paragraphs (s) and (t) above will not
exceed 50% 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 the Acquiring stock and any remaining assets, in complete
liquidation, will qualify as a reorganization within the meaning of
Section 368(a)(1)(D). Target and Acquiring will each be "a party to a
reorganization" within the meaning of Section 368(b).
(2) No gain or loss will be recognized by Target 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. Sections
361(a) and 357(a). In addition, no gain or loss will be recognized by
Target upon the distribution of the Acquiring stock to the Target
shareholders. Section 361(c).
(3) No gain or loss will be recognized by Acquiring upon 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) No gain or loss will be recognized by the Target shareholders on the
receipt of voting stock of Acquiring solely in exchange for their Target
stock. Section 354(a).
(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 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(1).
(9) Pursuant to Section 381(a) and Section 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 Section
381(c), subject to the provisions and limitations specified in Sections
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,
Associate Chief Counsel (Corporate)
by: /s/ Lewis K. Brickates
--------------------------------------------
Lewis K Brickates
Assistant to the Chief, Branch 2
