<PAGE>
This Term Sheet, taken together with the Preliminary Prospectus dated
October 1, 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 AMPS
of MuniHoldings Florida Insured Fund 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 OCTOBER 1, 1997)
$104,750,000
MUNIHOLDINGS FLORIDA INSURED FUND
AUCTION MARKET PREFERRED SHARES ["AMPS(R)"]
2,095 SHARES, SERIES A
2,095 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................................... $104,750,000 $1,047,500 $103,702,500
</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 $215,000, will be
reimbursed by the Underwriter. See "Underwriting."
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The 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 16, 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 Auction Market Preferred Shares(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 22, 1997 in the case of Series A AMPS and October 27,
1997 in the case of Series B AMPS (each, as applicable, an "Initial Dividend
Payment Date") and, generally, on each succeeding Wednesday in the case of
Series A AMPS and each succeeding Monday in the case of Series B AMPS, subject
to certain exceptions.
The cash dividend rate (the "Applicable Rate") on the Series A AMPS for the
Initial Dividend Period ending October 21, 1997 will be 3.45% per annum and
the Applicable Rate on the Series B AMPS for the Initial Dividend Period
ending October 24, 1997 will be 3.45% per annum. The Applicable Rate on the
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 10, 1997.
