As filed with the Securities and Exchange
Commission on December 4, 2000
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
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
/ / Confidential, for Use of the Commission Only
(as permitted by rule 14a-6(e)(2))
MUNIHOLDINGS FLORIDA INSURED FUND
P.O. Box 9011, Princeton, New Jersey 08543-9011
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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.):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[Logo Omitted] Merrill Lynch Investment Managers
YOUR VOTE COUNTS.
PLEASE VOTE TODAY!
Dear Shareholder:
Recently, you were mailed proxy materials asking you to consider and vote on a
reorganization involving a fund you own, as highlighted in the box below.
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MuniHoldings Florida Insured Fund V into
MuniHoldings Florida Insured Fund
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There are three reasons we are proposing to reorganize the funds. First, the
surviving fund is expected to have a lower expense ratio, which should result
in a higher yield for shareholders. Second, a larger fund will provide greater
liquidity in the marketplace than the smaller funds can currently offer. This
becomes very important as clients buy and sell shares. Third, funds with more
assets generally boost their profile in the marketplace, leading to more
street research, analyst coverage and generally creating more interest in the
products. We believe that the reorganization should make the surviving fund
more attractive in the marketplace, which should benefit all of the funds'
shareholders.
For your information, we have also included a question and answer sheet that
addresses frequently asked questions about the reorganization.
The Board of Trustees of each Fund has carefully reviewed the proposals
relating to each Fund, which are described in the proxy materials previously
sent to you. For the reasons outlined in the proxy statement, the Board of
Trustees unanimously recommends a vote in favor of each proposal.
<PAGE>
In order for your vote to be counted and to avoid further solicitation, we
must receive your voting instructions on or before December 13, 2000. If you
have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-371-9115.
Here is how you can vote your proxy.
[GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED]
By Phone By Internet By Mail
Please call Access website Return your
the "800" number www.proxyvote.com executed proxy
on your proxy and enter the 12-digit in the enclosed
card. control number postage paid
printed on your envelope. Please
proxy card. If you use this option
wish to vote via only if the other
Internet, you must two methods are
do so no later than unavailable, as we
4:00 p.m. Eastern may not receive your
Time on December executed proxy by
12, 2000. After that December 13, 2000.
time, you must use
one of the other
voting options.
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REMEMBER, YOUR VOTE COUNTS.
PLEASE VOTE TODAY.
Please take the time to vote your shares in order to reduce the need for
additional costly solicitation efforts or Meeting adjournments.
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Merrill Lynch Investment Managers
