MUNIHOLDINGS NEW YORK INSURED FUND INC, DEFA14A, 2000-11-27

MUNIHOLDINGS NEW YORK INSURED FUND INC
DEFA14A, 2000-11-27

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As filed with the Securities and Exchange Commission on November 27, 2000

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[  ] Preliminary Proxy Statement

[  ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[  ] Definitive Proxy Statement

[X] Definitive Additional Materials

[  ] Soliciting Material Pursuant to Section 240.14a-12

MuniHoldings New York Insured Fund, Inc.
P.O. Box 9011, Princeton, New Jersey 08543-9011

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


	(1)	Title of each class of securities to which transaction applies:













	(2)	Aggregate number of securities to which transaction applies:













	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):













	(4)	Proposed maximum aggregate value of transaction:













	(5)	Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	(1)	Amount Previously Paid:













	(2)	Form, Schedule or Registration Statement No.:













	(3)	Filing Party:













	(4)	Date Filed:

MUNIHOLDINGS NEW YORK INSURED FUND, INC.
MUNIHOLDINGS NEW YORK INSURED FUND IV, INC.

Dear Stockholder:

You have been asked to consider a transaction involving the Funds listed above. The transaction is a reorganization in which MuniHoldings New York Insured Fund, Inc. will acquire a similar fund, MuniHoldings New York Insured Fund IV, Inc.

On December 13, 2000, each Fund will hold its Annual Meeting of Stockholders at which the Reorganization will be considered. The Reorganization must be approved by the holders of Auction Market Preferred Stock of MuniHoldings New York Insured Fund, Inc. as well as the holders of Auction Market Preferred Stock and the holders of Common Stock of MuniHoldings New York Insured Fund IV, Inc. A joint proxy statement and prospectus that provides information about the proposed Reorganization and about each Fund was previously mailed to you. A Question and Answer sheet that addresses frequently asked questions is enclosed with this letter.

You are being asked to approve the Agreement and Plan of Reorganization between the Funds pursuant to which MuniHoldings New York Insured Fund, Inc. will acquire substantially all of the assets and assume substantially all of the liabilities of MuniHoldings New York Insured Fund IV, Inc. in exchange for newly issued shares of Common Stock and newly issued shares of an existing series of Auction Market Preferred Stock of MuniHoldings New York Insured Fund, Inc. These shares will be distributed by MuniHoldings New York Insured Fund IV, Inc. to its stockholders so that holders of its Common Stock will receive Common Stock in MuniHoldings New York Insured Fund, Inc. and holders of its Auction Market Preferred Stock will receive Auction Market Preferred Stock in MuniHoldings New York Insured Fund, Inc. as described in the joint proxy statement and prospectus.

The Board of Directors of each Fund has reviewed the proposed Reorganization and recommends that you vote FOR the proposed Reorganization.

Sincerely,

Jodi M. Pinedo
Secretary of MuniHoldings New York Insured Fund, Inc.

Alice A. Pellegrino
Secretary of MuniHoldings New York Insured Fund IV, Inc.

Enclosure

In this Question and Answer Sheet, we will refer to MuniHoldings New York Insured Fund, Inc. as New York Insured and MuniHoldings New York Insured Fund IV, Inc. as New York Insured IV.

Q. Why am I receiving this proxy?

A. As a stockholder of New York Insured or New York Insured IV, you are being asked to consider a transaction in which New York Insured will acquire substantially all the assets and assume substantially all the liabilities of New York Insured IV. This transaction is referred to in this question and answer sheet as the Reorganization. The Reorganization requires the approval of the holders of Auction Market Preferred Stock (“AMPS”) of New York Insured and the approval of the holders of Common Stock and AMPS of New York Insured IV.

Q. Who is receiving this proxy?

A. Those receiving this proxy are: (1) the holders of AMPS of New York Insured, (2) the holders of AMPS of New York Insured IV, and (3) the holders of Common Stock of New York Insured IV. The Reorganization requires the vote of these stockholders. The Reorganization does not require the vote of the holders of Common Stock of New York Insured.

Q. Which Fund will be the surviving fund and which Fund will be the acquired fund in the Reorganization?

A. New York Insured will be the surviving fund (the“Surviving Fund”) and New York Insured IV will be the acquired fund.

Q. Will the Reorganization change my privileges as a stockholder?

A. Your privileges as a stockholder will not change in any substantial way as a result of the Reorganization. In addition, the stockholder services available to you after the Reorganization will be substantially the same as the stockholder services currently available to you.

Q. How will the Reorganization affect stockholders?

A. Stockholders should consider the following:

• After the Reorganization, each Fund’s stockholders will be invested in a fund with an increased level of net assets with substantially similar investment objectives and policies.

• After the Reorganization, the holders of Common Stock of the Surviving Fund are expected to experience

• greater efficiency and flexibility in portfolio management

• a more liquid market for shares of Common Stock

• a lower anticipated aggregate operating expense ratio (the ratio of operating expenses to total fund assets) than either Fund prior to the Reorganization. The estimated costs of the Reorganization, however, are expected to result in a reduction in net asset value that is expected to be recovered after the Reorganization because of the anticipated lower operating expense ratio.

Q. If I own shares of Common Stock of New York Insured IV, will I own the same number of shares of Common Stock of New York Insured after the Reorganization as I currently own?

A. No. You will receive shares of Common Stock of New York Insured with the same aggregate net asset value as the shares of Common Stock of New York Insured IV that you own on the business day prior to the closing date of the Reorganization (the “Valuation Date”). The number of shares you receive will depend on the relative net asset values of the shares of Common Stock of the Funds on that date. For example, let us assume that you own 10 shares of Common Stock of New York Insured IV. If the net asset value of the New York Insured IV Common Stock on the Valuation Date is $6 per share, and the net asset value of the New York Insured Common Stock on the Valuation Date is $12 per share, you will receive 5 shares of New York Insured’s Common Stock in the Reorganization. The aggregate net asset value of your investment will not change. (10 New York Insured IV shares x $6 = $60; 5 New York Insured shares x $12 = $60.)

Thus, if on the Valuation Date the net asset value of the Common Stock of New York Insured is higher than the net asset value of the Common Stock of New York Insured IV, you will receive fewer shares of Common Stock of New York Insured in the Reorganization than you held in New York Insured IV before the Reorganization. On the other hand, if the net asset value of the Common Stock of New York Insured is lower than the net asset value of the Common Stock of New York Insured IV, you will receive a greater number of shares of New York Insured Common Stock in the Reorganization. The aggregate net asset value of your shares after the Reorganization will be the same as before the Reorganization.

Q. I currently hold Auction Market Preferred Stock of New York Insured IV. After the Reorganization, what will I hold?

If prior to the Reorganization you hold After the Reorganization you will hold:

New York Insured IV Series A AMPS New York Insured Series D AMPS

A. You will receive shares of New York Insured’s Series D AMPS with the same aggregate liquidation preference as the shares of AMPS of New York Insured IV that you currently hold. Since each share of AMPS of both Funds has a $25,000 liquidation preference, the holders of AMPS of New York Insured IV will receive one share of New York Insured Series D AMPS for each share they currently hold. The auction and dividend payment dates for the New York Insured Series D AMPS that you will receive in the Reorganization will be different from the auction and dividend payment dates for the New York Insured IV Series A AMPS. This will not adversely affect the value of your investment.

Q. Should I send in my stock certificates now?

A. No. After the Reorganization is completed, we will send holders of Common Stock of New York Insured IV written instructions for exchanging their stock certificates. New York Insured IV stockholders should exchange their stock certificates after the Reorganization promptly in order to continue to receive dividend payments on their shares. Dividends declared will accrue but payments will not be made until certificates for New York Insured IV Common Stock are surrendered and exchanged for stock certificates of the Surviving Fund. Stockholders of New York Insured will keep their stock certificates.

Holders of AMPS will not be required to surrender their stock certificates. All exchanges

of AMPS will be accomplished by book entry.

Q. What are the tax consequences for stockholders?

A. The Reorganization is structured as a tax-free transaction so that the completion of the Reorganization itself will not result in Federal income tax liability for stockholders of either Fund, except for taxes on any cash received for a fractional share of Common Stock. The Funds have applied for and received a private letter ruling from the Internal Revenue Service with respect to the tax treatment of the Reorganization.

Q. Who will manage the Surviving Fund after the Reorganization?

A. Fund Asset Management L.P. serves as the manager for the Funds and will be the manager of the Surviving Fund after the Reorganization. The portfolio of New York Insured is managed by Robert A. DiMella and Roberto W. Roffo. The portfolio of New York Insured IV is managed by Mr. Roffo. After the Reorganization, the portfolio of the Surviving Fund will be managed by Messrs. Roffo and DiMella.

Q. Will there be a Stockholders’ Meeting for each Fund?

A. Yes, the Annual Meeting of Stockholders (the “Meeting”) for each Fund will be held on December 13, 2000, at 800 Scudders Mill Road, Plainsboro, New Jersey at the time specified below.


Fund		Time

New York Insured		11:00 a.m.




New York Insured IV		11:30 a.m.


Q.		Why is my vote important?

A.		Approval of the Reorganization requires the affirmative vote of (i) stockholders representing a majority of the outstanding shares of Common Stock and AMPS of New York Insured IV, voting together as a single class, and a majority of the outstanding AMPS of New York Insured IV, voting as a separate class, and (ii) stockholders representing a majority of the outstanding shares of New York Insured AMPS, voting as a separate class. For the purposes of any vote, a quorum consists of one-third of the shares of Common Stock and AMPS entitled to vote at that Meeting. The Board of Directors of each Fund urges every stockholder to vote. Please read all proxy materials thoroughly before casting your vote.

Q. How can I vote?

A. You may vote by signing and returning your proxy card in the enclosed postage-paid envelope. You may also vote your shares on the Internet at http://www.proxyvote.com. until 4:00 p.m. on December 12, 2000. Or refer to the “800” number printed on your voting instruction form. On the Internet you will be asked for a control number that you received in your proxy mailing. You may also vote in person at the Annual Meeting of Stockholders. If you submitted a proxy by mail, by telephone or on the Internet, you may withdraw it at the Meeting and then vote in person at the Meeting or you may submit a superseding proxy by mail, by telephone or on the Internet.

Q. Have the Funds retained a proxy solicitation firm?

Yes, each Fund has hired Shareholder Communications Corporation to assist in the solicitation of proxies for the Meeting. While the Funds expect most proxies to be returned by mail, the Funds may also solicit proxies by telephone, fax, telegraph or personal interview.

Q. What if there are not enough votes to reach a quorum by the scheduled meeting date?

A. In order to ensure that we receive enough votes, we may need to take further action. We or our proxy solicitation firm may contact you by mail or telephone. Therefore, we encourage stockholders to vote as soon as they review the enclosed proxy materials to avoid additional mailings or telephone calls. If enough shares are not represented at either Annual Meeting of Stockholders to achieve the necessary quorum, or if the necessary quorum is present but there are not sufficient votes to approve the proposal by the time of the Annual Meeting of Stockholders on December 13, 2000, such Annual Meeting may be adjourned to permit further solicitation of proxy votes.

Q. What is the Board’s recommendation?

A. The Board of Directors of each Fund believes the Reorganization is in the best interests of the Fund and its stockholders. It encourages stockholders to vote FOR the Reorganization.

			[ ] Preliminary Proxy Statement

			[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

			[ ] Definitive Proxy Statement

			[X] Definitive Additional Materials

			[ ] Soliciting Material Pursuant to Section 240.14a-12

		[X] No fee required.

		[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


[ ]		Fee paid previously with preliminary materials.












[ ]		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Q.		Why am I receiving this proxy?

A.		As a stockholder of New York Insured or New York Insured IV, you are being asked to consider a transaction in which New York Insured will acquire substantially all the assets and assume substantially all the liabilities of New York Insured IV. This transaction is referred to in this question and answer sheet as the Reorganization. The Reorganization requires the approval of the holders of Auction Market Preferred Stock (“AMPS”) of New York Insured and the approval of the holders of Common Stock and AMPS of New York Insured IV.

Q.		Who is receiving this proxy?

A.		Those receiving this proxy are: (1) the holders of AMPS of New York Insured, (2) the holders of AMPS of New York Insured IV, and (3) the holders of Common Stock of New York Insured IV. The Reorganization requires the vote of these stockholders. The Reorganization does not require the vote of the holders of Common Stock of New York Insured.

Q.		Which Fund will be the surviving fund and which Fund will be the acquired fund in the Reorganization?

A.		New York Insured will be the surviving fund (the“Surviving Fund”) and New York Insured IV will be the acquired fund.

Q.		Will the Reorganization change my privileges as a stockholder?

A.		Your privileges as a stockholder will not change in any substantial way as a result of the Reorganization. In addition, the stockholder services available to you after the Reorganization will be substantially the same as the stockholder services currently available to you.

Q.		How will the Reorganization affect stockholders?

A.		Stockholders should consider the following:

	•		a more liquid market for shares of Common Stock

	•		a lower anticipated aggregate operating expense ratio (the ratio of operating expenses to total fund assets) than either Fund prior to the Reorganization. The estimated costs of the Reorganization, however, are expected to result in a reduction in net asset value that is expected to be recovered after the Reorganization because of the anticipated lower operating expense ratio.



Q.		If I own shares of Common Stock of New York Insured IV, will I own the same number of shares of Common Stock of New York Insured after the Reorganization as I currently own?



A.		No. You will receive shares of Common Stock of New York Insured with the same aggregate net asset value as the shares of Common Stock of New York Insured IV that you own on the business day prior to the closing date of the Reorganization (the “Valuation Date”). The number of shares you receive will depend on the relative net asset values of the shares of Common Stock of the Funds on that date. For example, let us assume that you own 10 shares of Common Stock of New York Insured IV. If the net asset value of the New York Insured IV Common Stock on the Valuation Date is $6 per share, and the net asset value of the New York Insured Common Stock on the Valuation Date is $12 per share, you will receive 5 shares of New York Insured’s Common Stock in the Reorganization. The aggregate net asset value of your investment will not change. (10 New York Insured IV shares x $6 = $60; 5 New York Insured shares x $12 = $60.)




		Thus, if on the Valuation Date the net asset value of the Common Stock of New York Insured is higher than the net asset value of the Common Stock of New York Insured IV, you will receive fewer shares of Common Stock of New York Insured in the Reorganization than you held in New York Insured IV before the Reorganization. On the other hand, if the net asset value of the Common Stock of New York Insured is lower than the net asset value of the Common Stock of New York Insured IV, you will receive a greater number of shares of New York Insured Common Stock in the Reorganization. The aggregate net asset value of your shares after the Reorganization will be the same as before the Reorganization.


Q.		I currently hold Auction Market Preferred Stock of New York Insured IV. After the Reorganization, what will I hold?



		If prior to the Reorganization you hold		After the Reorganization you will hold:

		New York Insured IV Series A AMPS		New York Insured Series D AMPS




A.		You will receive shares of New York Insured’s Series D AMPS with the same aggregate liquidation preference as the shares of AMPS of New York Insured IV that you currently hold. Since each share of AMPS of both Funds has a $25,000 liquidation preference, the holders of AMPS of New York Insured IV will receive one share of New York Insured Series D AMPS for each share they currently hold. The auction and dividend payment dates for the New York Insured Series D AMPS that you will receive in the Reorganization will be different from the auction and dividend payment dates for the New York Insured IV Series A AMPS. This will not adversely affect the value of your investment.


Q.		Should I send in my stock certificates now?


A.		No. After the Reorganization is completed, we will send holders of Common Stock of New York Insured IV written instructions for exchanging their stock certificates. New York Insured IV stockholders should exchange their stock certificates after the Reorganization promptly in order to continue to receive dividend payments on their shares. Dividends declared will accrue but payments will not be made until certificates for New York Insured IV Common Stock are surrendered and exchanged for stock certificates of the Surviving Fund. Stockholders of New York Insured will keep their stock certificates.



		Holders of AMPS will not be required to surrender their stock certificates. All exchanges
		of AMPS will be accomplished by book entry.

Q.		What are the tax consequences for stockholders?

A.		The Reorganization is structured as a tax-free transaction so that the completion of the Reorganization itself will not result in Federal income tax liability for stockholders of either Fund, except for taxes on any cash received for a fractional share of Common Stock. The Funds have applied for and received a private letter ruling from the Internal Revenue Service with respect to the tax treatment of the Reorganization.

Q.		Who will manage the Surviving Fund after the Reorganization?

A.		Fund Asset Management L.P. serves as the manager for the Funds and will be the manager of the Surviving Fund after the Reorganization. The portfolio of New York Insured is managed by Robert A. DiMella and Roberto W. Roffo. The portfolio of New York Insured IV is managed by Mr. Roffo. After the Reorganization, the portfolio of the Surviving Fund will be managed by Messrs. Roffo and DiMella.

Q.		Will there be a Stockholders’ Meeting for each Fund?

A.		Yes, the Annual Meeting of Stockholders (the “Meeting”) for each Fund will be held on December 13, 2000, at 800 Scudders Mill Road, Plainsboro, New Jersey at the time specified below.



Q.		How can I vote?

A.		You may vote by signing and returning your proxy card in the enclosed postage-paid envelope. You may also vote your shares on the Internet at http://www.proxyvote.com. until 4:00 p.m. on December 12, 2000. Or refer to the “800” number printed on your voting instruction form. On the Internet you will be asked for a control number that you received in your proxy mailing. You may also vote in person at the Annual Meeting of Stockholders. If you submitted a proxy by mail, by telephone or on the Internet, you may withdraw it at the Meeting and then vote in person at the Meeting or you may submit a superseding proxy by mail, by telephone or on the Internet.


Q.		Have the Funds retained a proxy solicitation firm?

		Yes, each Fund has hired Shareholder Communications Corporation to assist in the solicitation of proxies for the Meeting. While the Funds expect most proxies to be returned by mail, the Funds may also solicit proxies by telephone, fax, telegraph or personal interview.

Q.		What if there are not enough votes to reach a quorum by the scheduled meeting date?

A.		In order to ensure that we receive enough votes, we may need to take further action. We or our proxy solicitation firm may contact you by mail or telephone. Therefore, we encourage stockholders to vote as soon as they review the enclosed proxy materials to avoid additional mailings or telephone calls. If enough shares are not represented at either Annual Meeting of Stockholders to achieve the necessary quorum, or if the necessary quorum is present but there are not sufficient votes to approve the proposal by the time of the Annual Meeting of Stockholders on December 13, 2000, such Annual Meeting may be adjourned to permit further solicitation of proxy votes.

Q.		What is the Board’s recommendation?

A.		The Board of Directors of each Fund believes the Reorganization is in the best interests of the Fund and its stockholders. It encourages stockholders to vote FOR the Reorganization.