<PAGE>
This Term Sheet, taken together with the Preliminary Prospectus dated
September 24, 1997 (the "Preliminary Prospectus"), pursuant to Rule 434 under
the Securities Act of 1933, as amended, shall be deemed to constitute the
final prospectus for purposes of Section 10(a) of such Act with respect to the
shares of AMPS of MuniHoldings New York Insured Fund, Inc. offered hereby.
Capitalized terms in this Term Sheet which are not defined herein will have
the meaning defined in the Preliminary Prospectus.
TERM SHEET
USED PURSUANT TO RULE 434 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(SUPPLEMENT TO PRELIMINARY PROSPECTUS DATED SEPTEMBER 24, 1997)
$95,000,000
MUNIHOLDINGS NEW YORK INSURED FUND, INC.
AUCTION MARKET PREFERRED STOCK ["AMPS(R)"]
1,900 SHARES, SERIES A
1,900 SHARES, SERIES B
LIQUIDATION PREFERENCE $25,000 PER SHARE
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TERMS OF THE OFFERING
This information appearing on the cover page of the Preliminary Prospectus
is supplemented and restated as follows:
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<TABLE>
<CAPTION>
PRICE TO PROCEEDS TO
PUBLIC(1) SALES LOAD(2) FUND(1)(3)
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<S> <C> <C> <C>
Per Share................................. $25,000 $250 $24,750
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Total..................................... $95,000,000 $950,000 $94,050,000
</TABLE>
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(1) Plus accumulated dividends, if any, from the Date of Original Issue.
(2) The Fund and the Investment Adviser have agreed to indemnify the
Underwriter against certain liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Offering expenses payable by the Fund, estimated at $208,000, will be
reimbursed by the Underwriter. See "Underwriting."
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The shares of AMPS are offered by the Underwriter, subject to prior sale,
when, as and if issued by the Fund and accepted by the Underwriter, subject to
approval of certain legal matters by counsel for the Underwriter and certain
other conditions. The Underwriter reserves the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is expected
that one certificate for each series of the AMPS will be delivered to the
nominee of The Depository Trust Company on or about October 7, 1997.
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The information appearing in the first two paragraphs on page 2 of the
Preliminary Prospectus is supplemented and restated as follows:
Dividends on the shares of Auction Market Preferred Stock(R) ("AMPS(R)"),
Series A ("Series A AMPS(R)") and Series B ("Series B AMPS(R)") of the Fund
offered hereby will be cumulative from the Date of Original Issue and payable
commencing on October 16, 1997 in the case of Series A AMPS and October 17,
1997 in the case of Series B AMPS (each, as applicable, an "Initial Dividend
Payment Date") and, generally, on each succeeding Thursday in the case of
Series A AMPS and each succeeding Friday in the case of Series B AMPS, subject
to certain exceptions.
The cash dividend rate (the "Applicable Rate") on the shares of Series A
AMPS for the Initial Dividend Period ending October 15, 1997 will be 3.40% per
annum and the Applicable Rate on the shares of Series B AMPS for the Initial
Dividend Period ending October 16, 1997 will be 3.40% per annum. The
Applicable Rate on the shares of AMPS of each series for each Subsequent
Dividend Period will be determined pursuant to periodic auctions conducted in
accordance with the procedures described in Appendix C hereto (an "Auction").
Except as otherwise provided herein, each Subsequent Dividend Period for each
series of AMPS will be a 7-Day Dividend Period; provided, however, that prior
to any Auction, the Fund may elect, subject to certain limitations described
herein, with respect to each series of AMPS, upon giving notice to holders
thereof, a Special Dividend Period. See "Description of AMPS--Dividends."
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(R) Registered trademark of Merrill Lynch & Co. Inc.
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MERRILL LYNCH & CO.
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The date of this Term Sheet is October 2, 1997.
