As filed with the Securities and Exchange Commission on July 24, 2002
Securities Act File No. 333-76896
Investment Company Act File No. 811-06501
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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
/ / PRE-EFFECTIVE AMENDMENT NO.
/X/ POST-EFFECTIVE AMENDMENT NO. 1
(CHECK APPROPRIATE BOX OR BOXES)
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MUNIYIELD MICHIGAN INSURED FUND II, 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 MICHIGAN INSURED FUND II, 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. PHILIP L. KIRSTEIN, ESQ.
SIDLEY AUSTIN BROWN & WOOD LLP FUND ASSET MANAGEMENT
875 THIRD AVENUE 800 SCUDDERS MILL ROAD
NEW YORK, NY 10022-6225 PLAINSBORO, NJ 08536
*Formerly, MuniYield Michigan Fund, Inc.
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This amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C of 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.
333-76896) filed on March 4, 2002.
This amendment is being filed in order to file as Exhibit 12 to this
Registration Statement, the tax opinion of Sidley Austin Brown & Wood LLP, tax
counsel for the Registrant, and to file as Exhibit 16 to this Registration
Statement, a power of attorney executed by each of the current members of the
Registrant's Board of Directors.
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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 Articles of Incorporation, a form of which was
previously filed as Exhibit 1(a) to the N-14 Registration Statement (defined
below), By-Laws, which was previously filed as Exhibit 2 to the N-14
Registration Statement, and the Investment Advisory Agreement, a form of which
was previously filed as Exhibit 6 to the N-14 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 1933 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, which was filed as Exhibit 7(a) to the
Pre-Effective Amendment No. 1 to the N-14 Registration Statement, and (ii)
Section 7 of the Purchase Agreement relating to the Registrant's auction
market preferred stock ("AMPS"), which was filed as Exhibit 7(b) to the
Pre-Effective Amendment No. 1 to the N-14 Registration Statement for
provisions relating to the indemnification of the underwriter.
Item 16. Exhibits.
1 (a)-- Articles of Incorporation of the Registrant, dated December 17,
1991. (a)
(b)-- Articles of Amendment to the Articles of Incorporation of the
Registrant, dated January 19, 1992.(a)
(c)-- Form of Articles of Amendment to the Articles of Incorporation of
the Registrant. (b)
(d)-- Articles Supplementary creating the Registrant's AMPS, dated April
6, 1992. (c)
(e)-- Articles Supplementary creating AMPS, dated November 30, 1994. (a)
(f)-- Articles of Amendment, dated November 30, 1994, to the Articles
Supplementary, dated April 6, 1992 and November 30, 1994. (a)
(g)-- Articles of Amendment, dated February 26, 2002, to the Articles
Supplementary, dated April 6, 1992. (b)
(h)-- Form of Articles of Amendment to the Articles Supplementary,
dated April 6, 1992 and November 30, 1994. (b)
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(i)-- Form of Articles Supplementary creating the Registrant's Series B
AMPS.(d)
2 -- By-Laws of the Registrant. (a)
3 -- Not Applicable.
4 -- Form of Agreement and Plan of Reorganization between the Registrant
and MuniHoldings Michigan Insured Fund II, Inc. (included in Exhibit
II to the Joint Proxy Statement and Prospectus contained in the N-14
Registration Statement).
5 (a)-- Copies of instruments defining the rights of stockholders, including
the relevant portions of the Articles of Incorporation and the
By-Laws of the Registrant. (e)
(b)-- Form of specimen certificate for the common stock of the Registrant.
(b)
(c)-- Form of specimen certificate for the AMPS of the Registrant. (b)
6 -- Investment Advisory Agreement between Registrant and Fund Asset
Management, L.P. (a)
7 (a)-- Purchase Agreement for the common stock. (b)
(b)-- Purchase Agreement for the AMPS. (b)
(c)-- Form of Merrill Lynch Standard Dealer Agreement. (b)
8 -- Not applicable.
9 -- Form of Custody Agreement between the Registrant and The Bank of New
York ("BONY"). (b)
10 -- Not applicable.
11 -- Opinion and consent of Sidley Austin Brown & Wood LLP, counsel
for the Registrant. (b)
12 -- Tax Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the
Registrant.
13 (a)-- Form of Registrar, Transfer Agency and Service Agreement between
the Registrant and BONY. (b)
(b)-- Auction Agent Agreement. (b)
(c)-- Form of Agreement of Resignation, Appointment and Acceptance among
the Registrant, IBJ Whitehall Bank & Trust Company and BONY. (f)
(d)-- Form of Broker-Dealer Agreement. (b)
(e)-- Letter of Representations. (b)
14 (a)-- Consent of Deloitte & Touche LLP, independent auditors for the
Registrant. (b)
(b)-- Consent of Ernst & Young LLP, independent auditors for MuniHoldings
Michigan Insured Fund II, Inc. (b)
15 -- Not applicable.
16 -- Power of Attorney.
17 -- Not applicable.
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(a) Refiled on January 17, 2002, as an Exhibit to the Registrant's
Registration Statement on Form N-14 (File No. 333-76896) (the "N-14
Registration Statement") pursuant to Electronic Data Gathering, Analysis
and Retrieval ("EDGAR") requirements.
(b) Filed on March 4, 2002 as an Exhibit to Pre-Effective Amendment No. 1 to
the N-14 Registration Statement.
(c) Refiled on March 4, 2002, as an Exhibit to the N-14 Registration
Statement pursuant to EDGAR requirements.
(d) Filed on January 17, 2002 as an Exhibit to the N-14 Registration
Statement.
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(e) 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, previously filed as
Exhibit 1(a) to the N-14 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
previously filed as Exhibit 2 to the N-14 Registration Statement, and to
the Articles Supplementary, previously filed as Exhibits 1(d) and 1(e)
to the N-14 Registration Statement, and to the Articles of Amendment to
the Articles Supplementary previously filed as Exhibits 1(f), 1(g) and
1(h) to the N-14 Registration Statement, and to the Form of Articles
Supplementary previously filed as Exhibit 1(i) to the N-14 Registration
Statement.
(f) Incorporated by reference to Exhibit 13(c) to the Registration Statement
on Form N-14 of MuniYield Fund, Inc. (File No. 333-65242), filed on
September 14, 2001.
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.
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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 24th day of July, 2002.
MUNIYIELD MICHIGAN INSURED FUND II, INC.
(Registrant)
By: /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.
Signatures Title Date
---------- ----- ----
TERRY K. GLENN* President (Principal Executive
--------------- Officer) and Director
(Terry K. Glenn)
DONALD C. BURKE* Vice President and Treasurer
---------------- (Principal Financial
(Donald C. Burke) and Accounting Officer)
JAMES H. BODURTHA* Director
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(James H. Bodurtha)
JOE GRILLS*
----------------- Director
(Joe Grills)
HERBERT I. LONDON*
------------------ Director
(Herbert I. London)
ANDRE F. PEROLD*
------------------ Director
(Andre F. Perold)
ROBERTA COOPER RAMO*
-------------------- Director
(Roberta Cooper Ramo)
ROBERT S. SALOMON, JR.*
----------------------- Director
(Robert S. Salomon, Jr.)
MELVIN R. SEIDEN*
----------------- Director
(Melvin R. Seiden)
STEPHEN B. SWENSRUD*
-------------------- Director
(Stephen B. Swensrud)
*By: /s/ DONALD C. BURKE
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(Donald C. Burke, Attorney-in-Fact) July 24, 2002
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EXHIBIT INDEX
Description
12 - Tax Opinion of Sidley Austin Brown & Wood LLP, tax counsel for the
Registrant.
16 - Power of Attorney.