As filed with the Securities and Exchange Commission on March 21, 2011
Securities Act File No. 333-169396
Investment Company Act File No.  811-07642
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
_____________
 
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)
 
BLACKROCK MUNIASSETS FUND, INC.
(Exact name of registrant as specified in charter)
100 Bellevue Parkway
Wilmington, Delaware  19809
(Address of Principal Executive Offices)
Telephone Number:  (800) 882-0052
(Area Code and Telephone Number)

John Perlowski
President and Chief Executive Officer
BlackRock MuniAssets Fund, Inc.
55 East 52nd Street
New York, New York 10055
(Name and Address of Agent for Service)
_____________
 
Copies to:
Michael K. Hoffman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY  10036-6522
Ira P. Shapiro, Esq.
BlackRock Advisors, LLC
55 East 52nd Street
New York, NY  10055
 


 
 
 

 
EXPLANATORY NOTE
 
The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on November 12, 2010 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-169396), are incorporated herein by reference.

This amendment is being filed in order to file, as Exhibit 1(d) to this Registration Statement, the Articles Supplementary of the Registrant, and as Exhibit 12 to this Registration Statement, the tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel for the Registrant.

 
 
 

 
PART C:  OTHER INFORMATION
 
ITEM 15.  Indemnification
 
There has been no change in the information set forth in Item 15 of the most recently filed Registration Statement of BlackRock MuniAssets Fund, Inc. (the “Registrant”) on Form N-14 under the Securities Act of 1933 (File No. 333-169396), as filed with the Securities and Exchange Commission on November 9, 2010, which information is incorporated herein by reference.
 
Item 16.   Exhibits
 
       
       
 
1
(a)
—Articles of Incorporation, dated April 14, 1993. (a)
       
   
(b)
—Articles of Amendment to Articles of Incorporation, dated May 5, 1993. (b)
       
   
(c)
—Articles of Amendment to Articles of Incorporation, dated September 14, 2006. (c)
   
(d)
—Articles Supplementary, dated September 17, 2010.*
       
 
2
 
—Amended and Restated Bylaws of the Registrant. (d)
       
 
3
 
—Not Applicable.
       
 
4
 
—Form of Agreement and Plan of Reorganization. (e)
       
 
5
(a)
—Portions of the Articles of Incorporation and the Amended and Restated Bylaws of the Registrant defining the rights of stockholders. (f)
       
   
(b)
—Form of specimen certificate for the Common Stock of the Registrant. (f)
       
 
6
(a)
—Investment Management Agreement between the Registrant and BlackRock Advisors, LLC. (c)
       
   
(b)
—Sub-Investment Advisory Agreement between the Registrant and BlackRock Investment Management, LLC. (c)
       
 
7
 
—Not applicable.
       
 
8
 
—Form of Second Amended and Restated Deferred Compensation Plan. (f)
       
 
9
 
—Custodian Agreement between the Fund and The Bank of New York. (c)
       
 
10
 
—Not applicable.
       
 
11
 
—Opinion and Consent of Miles & Stockbridge P.C., special counsel for the Registrant. (f)
       
 
12
 
—Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant’s acquisition of BlackRock Apex Municipal Fund, Inc.*
       
 
13
(a)
—Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement between the Registrant and The Bank of New York. (g)
       
   
(b)
—Administrative Services Agreement between the Registrant and State Street Bank and Trust Company. (c)
       
 
14
 
—Consent of the independent registered public accounting firm for the Registrant and BlackRock Apex Municipal Fund, Inc. (f)
       
 
15
 
—Not applicable.
       
 
16
 
—Power of Attorney. (c)
       


 
 
 


 
17
 
—Form of Proxy Cards. (f)
 
 

*
Filed herewith.

(a)
Filed as Exhibit 1(a) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-65446) filed on September 10, 2001.

(b)
Filed as Exhibit 1(b) to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-65446) filed on September 10, 2001.

(c)
Filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 (333-169396) filed on September 15, 2010.

(d)
Filed as Exhibit 3.1 to the Registrant’s Form 8-K filed on September 21, 2010.

(e)
Included in the Statement of Additional Information as Appendix A.

(f)
Filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 (333-169396) filed on November 9, 2010.

(g)
Filed as Exhibit 13 to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-65446) filed on September 10, 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 Exchange 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.
 

 
 
 

 
SIGNATURES
 
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York and the State of New York, on March 21, 2011.
 
 
BLACKROCK MUNIASSETS FUND, INC.
   
   
 
By:
/s/ John Perlowski
   
Name:
John Perlowski
   
Title:
President and Chief Executive Officer

 
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
Title
Date
     
     
/s/ John Perlowski
President and Chief Executive Officer
March 21, 2011
John Perlowski
   
     
     
/s/ Neal J. Andrews
Chief Financial Officer
March 21, 2011
Neal J. Andrews
   
     
     
*
Director
March 21, 2011
Richard E. Cavanagh
   
     
     
*
Director
March 21, 2011
Frank J. Fabozzi
   
     
     
*
Director
March 21, 2011
Kathleen F. Feldstein
   
     
     
*
Director
March 21, 2011
James T. Flynn
   

     
*
Director
March 21, 2011
Jerrold B. Harris
   
     
     
*
Director
March 21, 2011
R. Glenn Hubbard
   
     


 
 
 


     
     
     
*
Director
March 21, 2011
W. Carl Kester
   
     
     
*
Director
March 21, 2011
Karen P. Robards
   
     
     
*
Director
March 21, 2011
Richard S. Davis
   
     
     
*
Director
March 21, 2011
Henry Gabbay
   
     
     
*By: /s/ Neal J. Andrews
Attorney-in-Fact
March 21, 2011
Neal J. Andrews
   




 
 
 

 
SCHEDULE OF EXHIBITS TO FORM N-14
BLACKROCK MUNIASSETS FUND, INC.
 

Exhibit
 
---------
 
   
1 (d)
Articles Supplementary, dated September 17, 2010
   
12
Tax opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to Registrant's acquisition of BlackRock Apex Municipal Fund, Inc.
 
 

 
 
 
Exhibit 1(d)
 
BLACKROCK MUNIASSETS FUND, INC.

Articles Supplementary

The BlackRock MuniAssets Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland, that:

FIRST:  Under a power contained in Title 3, Subtitle 8 of the Maryland General Corporation Law (the “MGCL”), the Corporation, by amendment to the bylaws of the Corporation (the “Bylaw Amendment”), elected to become subject to Section 3-804(c) of the MGCL.

SECOND:  The Bylaw Amendment provides that the Corporation elects to be subject to the provisions of Section 3-804(c) of the MGCL, subject to applicable requirements of the Investment Company Act of 1940 and the rules and regulations promulgated thereunder and the right of the stockholders of a class or series of stock of the Corporation to elect additional directors to the board of directors of the Corporation  in accordance with the charter of the Corporation, the repeal of which may be effected only by the means authorized by Section 3-802(b)(3) of the MGCL.

THIRD:  The Bylaw Amendment and these Articles Supplementary have been approved by the board of directors of the Corporation in the manner and by the vote required by the MGCL.


 
 
 


IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf as of the 17th day of September 2010, by its President who acknowledges that these Articles Supplementary are the act of the Corporation and, to the best of his knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles Supplementary are true in all material respects.

ATTEST:
 
BLACKROCK MUNIASSETS FUND, INC.
         
         
         
/s/ Howard Surloff
 
By:
/s/ Anne Ackerley
(SEAL)
Name:
Howard Surloff
 
Name:
Anne Ackerley
 
Title:
Secretary
 
Title:
President
 
 

 
 
Exhibit 12
 
 

 
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]







 
February 28, 2011



BlackRock MuniAssets Fund, Inc.
100 Bellevue Parkway
Wilmington, Delaware 19809

BlackRock Apex Municipal Fund, Inc.
100 Bellevue Parkway
Wilmington, Delaware 19809


Ladies and Gentlemen:

 
We have acted as special counsel to BlackRock MuniAssets Fund, Inc., a closed-end management investment company organized as a Maryland corporation (the “ Acquiring Fund ”), and to BlackRock Apex Municipal Fund, Inc., a closed-end management investment company organized as a Maryland corporation (the “ Target Fund ”), in connection with the merger of the Target Fund with and into MUA Merger Subsidiary, LLC, a Maryland limited liability company and a direct, wholly-owned subsidiary the Acquiring Fund (the “ Merger Subsidiary ”), with the Merger Subsidiary being the surviving entity and holders of common shares of the Target Fund (the “ Target Fund Shares ”) receiving, in cancellation of their Target Fund Shares, solely common shares of the Acquiring Fund, par value $0.10 per share (the “ Acquiring Fund Shares ”) (collectively, the “ Reorganization ”), pursuant to the Agreement and Plan of Reorganization, dated January 12, 2010, between the Acquiring Fund, the Target Fund and the Merger Subsidiary (the “ Agreement ”).  You have requested our opinion regarding whether the Reorganization will be treated for United States federal income tax purposes as a reorganization qualifying under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”).  Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.
 
In connection with our opinion, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Proxy Statement/Prospectus (prepared with respect to the Reorganization), the Statement of Additional Information (also prepared with respect to the Reorganization), and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.  We have assumed that the Reorganization will be consummated in accordance with the Agreement, the Proxy Statement/Prospectus, the Statement of Additional Information and such other documents, certificates and records.
 
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.  We have assumed that such documents, certificates and records are duly authorized, valid and enforceable.
 

 
 
 

 
In rendering our opinion, we have also relied upon statements and representations of officers and other representatives of the Acquiring Fund and the Target Fund and have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.
 
In rendering our opinion, we have relied on the Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (the “ Service ”) and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect).  A change in the authorities upon which our opinion is based could affect our conclusions.  An opinion of counsel is not binding on the Service or any court.  No assurance can be given that the Service would not assert, or that a court would not sustain, a position contrary to this opinion.
 
Based upon and subject to the foregoing, we are of the opinion that, for United States federal income tax purposes, the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code.
 
Except as set forth above, we express no other opinion.  This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof or any information, document, certificate, record, opinion, statement, representation, determination or assumption relied upon herein that becomes incorrect or untrue.
 
This opinion is furnished to you solely for your benefit in connection with the Reorganization and may not be relied upon by any other person without our express written permission.
 


 
Very truly yours,
   
 
/s/ Skadden, Arps, Slate, Meagher & Flom LLP