As filed with the Securities and Exchange Commission on May 3, 2000
Securities Act File No. 333-88409
Investment Company Act File No. 811-08217
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
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PRE-EFFECTIVE AMENDMENT NO. POST-EFFECTIVE AMENDMENT NO. 1 |X|
(CHECK APPROPRIATE BOX OR BOXES)
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MUNIHOLDINGS NEW YORK INSURED 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
MUNIHOLDINGS NEW YORK INSURED 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 ASSET MANAGEMENT, L.P.
ONE WORLD TRADE CENTER 800 SCUDDERS MILL ROAD
NEW YORK, NY 10048-0557 PLAINSBORO, NJ 08536
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<PAGE>
This amendment consists of the following:
(1) Facing Sheet of the Registration Statement.
(2) Part C to 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.
333-88409) filed on November 5, 1999.
This amendment is being filed solely to file as Exhibit No. 12 to
this Registration Statement the private letter rulings received from the
Internal Revenue Service.
<PAGE>
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 Amended and Restated Articles of
Incorporation, a form of which was previously filed as an exhibit to the
Common Stock Registration Statement (defined below); Article VI of the
Registrant's By-Laws, which was previously filed as an exhibit to the Common
Stock Registration Statement, and the Investment Advisory Agreement, a form of
which was previously filed as an exhibit to the Common Stock 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, a form of which was filed as an exhibit to
the Common Stock Registration Statement, and (ii) Section 7 of the Purchase
Agreement relating to the Registrant's AMPS, a form of which was filed as an
exhibit to the AMPS Registration Statement (defined below), for provisions
relating to the indemnification of the underwriter.
Item 16. Exhibits.
1(a) --Articles of Incorporation of the Registrant, dated April 24, 1997.(a)
(b) --Articles of Amendment relating to name change.(a)
(c) --Form of Articles Supplementary creating the Series A AMPS and the
Series B AMPS.(c)
(d) --Form of Articles Supplementary creating the Series C AMPS, the
Series D AMPS and the Series E AMPS.(d)
2 --By-Laws of the Registrant.(a)
3 --Not Applicable.
4 --Form of Agreement and Plan of Reorganization among the Registrant and
MuniHoldings New York Fund, Inc., MuniHoldings New York Insured
Fund II, Inc. and MuniHoldings New York Insured Fund III, Inc.
(included in Exhibit II to the Proxy Statement and Prospectus contained
in this Registration Statement)(d)
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.(f)
(b) --Form of specimen certificate for the Common Stock of the Registrant.(b)
(c) --Form of specimen certificate for the AMPS of the Registrant.(c)
6 --Form of Investment Advisory Agreement between Registrant and Fund Asset
Management, L.P.(b)
7(a) --Form of Purchase Agreement for the Common Stock.(b)
(b) --Form of Purchase Agreement for the AMPS.(c)
(c) --Form of Merrill Lynch Standard Dealer Agreement. (b)
8 --Not applicable.
9 --Custodian Contract between the Registrant and The Bank of New York.(b)
10 --Not applicable.
11 --Opinion and Consent of Brown & Wood LLP, counsel for the Registrant.(e)
12 --Private Letter Ruling from the Internal Revenue Service.
13(a) --Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing
Agency Agreement between the Registrant and The Bank of New York.(b)
(b) --Form of Auction Agent Agreement between the Registrant and The Bank of
New York.(c)
(c) --Form of Broker-Dealer Agreement.(c)
(d) --Form of Letter of Representations.(c)
14(a) --Consent of Deloitte & Touche LLP, independent auditors for the
Registrant. (e)
(b) --Consent of Deloitte & Touche LLP, independent auditors for MuniHoldings
New York Fund, Inc. (e)
15 --Not applicable.
16 --Power of Attorney. (e)
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(a) Incorporated by reference to the Registrant's Registration
Statement on Form N-2 relating to the Registrant's Common Stock (File
No. 333-26899) (the "Common Stock Registration Statement"), filed on
May 12, 1997.
(b) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Common Stock Registration Statement, filed on September 16, 1997.
(c) Incorporated by reference to the Registrant's Registration Statement
on Form N-2 relating to the Registrant's Auction Market Preferred
Stock (File No. 333-36275) (the "AMPS Registration Statement"), filed
on September 24, 1997.
(d) Filed on October 4, 1999, as an Exhibit to the Registrant's
Registration Statement on Form N-14 (File No. 333-88409).
(e) Filed on November 5, 1999, as an Exhibit to Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-14 (File
No. 333-88409).
(f) 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) to the Common Stock Registration
Statement, and to Article II, Article III (sections 1, 2, 3, 5 and
17), Article VI, Article VII, Article XII, Article XII and Article
XIV of the Registrant's By-Laws previously filed as Exhibit (2) to
the Common Stock Registration Statement. Reference is also made to
the Form of Articles Supplementary filed as Exhibit a(2) to the AMPS
Registration Statement and as Exhibit I (d) hereto.
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 3rd day of May, 2000.
MUNIHOLDINGS NEW YORK INSURED
FUND, INC. (Registrant)
By: /s/ TERRY K. GLENN
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(Terry K. Glenn, President)
<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: 0368.00-00 Washington, DC 20224
Donald C. Burke Person to Contact:
Vice President and Treasurer Kevin Shea Id#: 50-06578
MuniHoldings New York Insured Fund, Inc. Telephone Number:
800 Scudders Mill Road (202) 622-7550
Plainsboro, NJ 08536 Refer Reply To:
CC:DOM:CORP:5 -PLR-115784-99
Date:
FEB 24 2000
Acquiring = MuniHoldings New York Insured Fund, Inc.
a Maryland corporation
EIN 22-3536490
Tl = MuniHoldings New York Fund, Inc.
a Maryland corporation
EIN 22-3557904
T2 = MuniHoldings New York Insured Fund II, Inc.
a Maryland corporation
EIN 22-3604302
T3 = MuniHoldings New York Insured Fund III, Inc.
a Maryland corporation
EIN 22-3628151
State A = Maryland
Dear Mr. Burke:
This is in reply to a letter dated September 24, 1999, in which
rulings are requested as to the federal income tax consequences of a proposed
transaction. Additional information was submitted in letters dated December 9,
1999, January 12, and February 17, 2000. The facts submitted for consideration
are substantially as set forth below.
Acquiring is a closed-end nondiversified management investment
company organized under the laws of State A. Acquiring elected to be taxed as
a regulated investment company ("RIC") under ss.ss.851-855 of the Internal
Revenue Code in its first tax return. Acquiring has outstanding voting common
stock and two series of voting preferred stock.
Tl is a closed-end nondiversified management investment company
organized under the laws of State A. Tl has elected to be taxed as a RIC under
ss.ss.851-855 of the Internal Revenue Code. Tl has outstanding voting common
stock and two series of preferred stock.
T2 is a closed-end nondiversified management investment company
organized under the laws of State A. T2 has elected to be taxed as a RIC under
ss.ss.851-855 of the Internal Revenue Code. T2 has outstanding voting common
stock and two series of voting preferred stock.
T3 is a closed-end nondiversified management investment company
organized under the laws of State A. T3 will elect to be taxed as a RIC under
ss.ss.851-855 of the Internal Revenue Code in its first tax return. T3 has
outstanding voting common stock and one series of voting preferred stock.
Each of Acquiring, Tl, T2 and T3 is registered under the Investment
Company Act of 1940.
For what are represented to be valid business reasons, the following
transaction is proposed:
(i) Tl, T2, and T3 (Target Funds) will transfer all of
their assets and liabilities to Acquiring in exchange for
Acquiring voting common stock and voting preferred stock.
(ii) The Target Funds will dissolve and distribute the Acquiring
voting common and voting preferred stock to their
shareholders- Each Target Fund common stockholder will be
entitled to receive a proportionate number of Acquiring
common shares equal to the aggregate net asset value of the
Target Fund common stock owned by such shareholder on the
exchange date. Each Target Fund preferred shareholder,
likewise, will be entitled to receive a number of Acquiring
preferred shares having a liquidation preference and value
equal to the liquidation preference and value of the Target
Fund shares owned by such shareholder on the exchange date.
Each Target Fund's preferred shares have the same terms as
the Acquiring preferred shares to be issued.
(iii) Acquiring may sell up to 66 percent of the assets received
in the transfers and will reinvest the proceeds consistent
with its investment objectives and policies. Acquiring will
not sell more than 66 percent of any Target Fund's assets
following the transaction.
No fractional shares will be issued by Acquiring in the transaction.
All fractional shares of Acquiring common stock will be aggregated and sold
and the fractional shareholder will receive cash in lieu thereof.
The following representations have been made in connection with the
proposed transaction:
(a) The fair market value of the Acquiring stock received by
each Target Fund shareholder will be approximately equal to
the fair market value of the Target Fund stock surrendered
in the exchange.
(b) Acquiring will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of
the fair market value of the gross assets held by each
Target Fund immediately prior to the transaction. For
purposes of this representation, amounts paid by a Target
Fund to dissenters, amounts used by each Target Fund to pay
its reorganization expenses, amounts paid by each Target
Fund to shareholders who receive cash or other property, and
all redemptions and distributions (except for regular,
normal dividends) made by each Target Fund immediately
preceding the transfer will be included as assets of the
respective Target Fund held immediately prior to the
transaction.
(c) Acquiring has no plan or intention to reacquire any of its
stock issued in the transaction.
(d) After the transaction, Acquiring will use the assets
acquired from Target Funds 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 (iii) of the transaction. Any proceeds
will be invested in accordance with Acquiring's investment
objectives. Otherwise, Acquiring has no plan or intention to
sell or otherwise dispose of any of the assets of Target
Funds acquired in the transaction except for dispositions
made in the ordinary course of business or transfers
described in ss.368(a)(2)(C).
(e) Target Funds will distribute to their shareholders the stock
of Acquiring received pursuant to the plan of
reorganization.
(f) The liabilities of Target Funds assumed by Acquiring and any
liabilities to which the transferred assets of Target Funds
are subject were incurred by Target Funds in the ordinary
course of their businesses.
(g) Following the transaction, Acquiring will continue the
historic business of each Target Fund or use a significant
portion of each Target Fund's historic business assets in
the continuing business.
(h) Target Funds, Acquiring and the shareholders of each Target
Fund will pay their respective expenses, if any, incurred in
connection with the transaction.
(i) There is no intercorporate indebtedness existing between any
of the Target Funds and Acquiring that was issued, acquired,
or will be settled at a discount.
(j) Acquiring and each Target Fund meet the requirements of a
regulated investment company as referred to in
ss. 368(a)(2)(F).
(k) The fair market value of the assets of each Target Fund
transferred to Acquiring will equal or exceed the sum of the
liabilities assumed by Acquiring, plus the amount of
liabilities, if any, to which the transferred assets are
subject.
(l) Acquiring does not own, directly or indirectly, nor has it
owned during the past five years, directly or indirectly,
any stock of Target Funds.
(m) Cash is being distributed to shareholders of Target Funds in
lieu of fractional shares of Acquiring solely to save
Acquiring the expense and inconvenience of issuing and
transferring fractional shares, and such cash does not
represent separately bargained for consideration in the
transaction. The total cash consideration that will be paid
in each transaction between Acquiring and a Target Fund to
the respective Target Fund shareholders instead of issuing
fractional shares of Acquiring stock will not exceed one
percent of the total consideration that will be issued in
the transaction to the Target Fund shareholders in exchange
for their shares of Target Fund stock. The fractional share
interests of each shareholder of a Target Fund will be
aggregated, and no Target shareholder will receive cash in
an amount equal to or greater than the value of one full
share of Acquiring stock.
(n) Target Funds are not under the jurisdiction of a court in a
title 11 or similar case within the meaning
of ss.368(a)(3)(A).
(o) Target Funds and Acquiring have elected to be taxed as RICs
under ss.851, and for all of their taxable periods
(including the last short taxable period ending on the date
of the transaction, for each Target Fund), have qualified
for the special tax treatment afforded RICs under the Code.
After the transaction, Acquiring intends to continue to so
qualify.
(p) There is no plan or intention for Acquiring (the issuing
corporation as defined in ss.1.368-1 (b)) or any person
related (as defined in ss.1.3681 (e)(3)) to Acquiring, to
acquire, during the five year period beginning on the date
of the proposed transaction, with consideration other than
Acquiring stock, Acquiring stock furnished in exchange for a
proprietary interest in a Target Fund in the proposed
transaction, either directly or through any transaction,
agreement, or arrangement with any other person, except for
cash distributed to the Target Fund's common shareholders in
lieu of fractional shares of Acquiring common stock.
(q) During the five year period ending on the date of the
proposed transaction: i) neither Acquiring, nor any person
related (as defined in ss.1.368-1(9)(3)) to Acquiring, will
have acquired a Target Fund's stock with consideration other
than Acquiring stock; ii) no Target Fund, nor any person
related (as defined in ss.1.368-1(e)(3) without regard
to ss.1.368-1 (e)(3)(i)(A)) to a Target Fund, will have
acquired such Target Fund's stock with consideration other
than Acquiring stock or the Target Fund's stock; and iii) no
distributions will have been made with respect to a Target
Fund's stock (other than ordinary, normal, regular, dividend
distributions made pursuant to the Target Fund'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 ss.ss.852 and 4982 of the Code, as
required for each Target Fund's tax treatment as a RIC.
(r) The aggregate value of the acquisitions, redemptions, and
distributions discussed in paragraphs (p) and (q), above,
will not exceed 50 percent of the value (without giving
effect to the acquisitions, redemptions and distributions)
of the proprietary interest in any Target Fund on the
effective date of the proposed transaction.
(s) At the time of the incorporation of each of TI, T2 and T3,
there was no plan or intention to sell or otherwise dispose
of such corporation's assets except in the ordinary course
of business.
Based solely upon the information and representations set forth above, we hold
as follows:
(1) The acquisition by Acquiring of substantially all of the
assets of each Target Fund in exchange for voting shares of
Acquiring stock and Acquiring's assumption of each Target
Fund's liabilities, followed by the distribution of each
Target Fund to its shareholders of Acquiring shares and any
remaining assets, in complete liquidation, will qualify as a
reorganization within the meaning of ss.368(a)(1)(C) of the
Code. Acquiring and each Target Fund each will be deemed a
"party to a reorganization" within the meaning of ss.368(b).
(2) No gain or loss will be recognized by each Target Fund upon
the transfer of substantially all of its assets to Acquiring
solely in exchange for Acquiring voting stock and
Acquiring's assumption of such Target Fund's liabilities or
upon the distribution of such Acquiring stock to the Target
Fund shareholder (ss.ss.361 (a) and (c), 357(a)).
(3) Acquiring will not recognize any gain or loss on the receipt
of the assets of each Target Fund in exchange for voting
shares of Acquiring (ss.l032(a)),
(4) The basis of each Target Fund's assets in the hands of
Acquiring will be the same as the basis of those assets in
the hands of such Target Fund immediately prior to the
reorganization (ss.362(b)).
(5) Acquiring's holding period for the Target Fund assets
acquired will include the period during which such assets
were held by the Target Fund (ss. 1223(2)).
(6) The shareholders of the Target Funds will not recognize any
gain or loss on the receipt of voting shares of Acquiring
(including fractional shares to which they may be entitled)
solely in exchange for their shares in the Target Funds
(ss.354(a)(1)).
(7) The basis of the Acquiring shares received by the Target
Fund shareholders (including fractional shares to which they
may be entitled) will be the same, in the aggregate, as the
basis of the Target Fund shares surrendered in exchange
(ss.358(a)(1)).
(8) The holding period of the Acquiring shares received by
Target Fund shareholders in exchange for their Target Fund
shares (including fractional shares to which they may be
entitled) will include the period during which the exchanged
Target Fund shares were held, provided that the Target Fund
shares are held as a capital asset in the hands of the
Target Fund shareholder on the date of the exchange
(ss.1223(l)).
(9) Any gain or loss realized by a shareholder of the Target
Funds upon the sale of fractional share interests of
Acquiring voting stock to which the stockholder is entitled
will be recognized to the shareholder measured by the
difference between the amount of cash received and the basis
of the fractional share interest. Where the stock
surrendered qualifies as a capital asset in the hands of the
shareholder, such gain or loss will be a capital gain or
loss subject to the provisions and limitations of Subchapter
P of Chapter 1 of the Code.
(10) [Pursuant to ss.381(a) and ss.1.381(a)-l, Acquiring will
succeed to and take into account the items of the Target
Funds described in ss.381(c), subject to the conditions and
limitations specified in ss.ss.381(b) and (c), 382, 383, and
384.
No opinion is expressed about the tax treatment of the proposed
transaction under other provisions of the Code or regulations or about the tax
treatment of any conditions existing at the time of, or effects resulting
from, the proposed transaction that are not specifically covered by the above
rulings.
This letter is directed only to the taxpayer who requested it.
Section 6110(k)(3) provides that it may not be used or cited as precedent.
A copy of this letter should be attached to the federal income tax
return of the taxpayers involved for the taxable year in which the transaction
covered by this letter is consummated.
<PAGE>
Pursuant to a power of attorney on file in this office, a copy of
this letter has been sent to the taxpayer's representative.
Sincerely yours,
Assistant Chief Counsel (Corporate)
By: /s/ CHARLES WHEDBEE
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Charles Whedbee
Senior Technical Reviewer, Branch 5
