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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] 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-11(c) or Section 240.14a-2.
</TABLE>
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND III, INC.
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 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 0-12.
(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.
[ ] 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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MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND III, INC.
Dear Stockholder:
You are being asked to consider a transaction involving your Fund
and the other Funds listed above. The transaction is a reorganization of similar
funds in which one Fund will acquire the other Funds. The following chart
outlines the reorganization structure.
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Surviving Fund Funds to be Acquired
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MuniHoldings New Jersey Insured Fund, Inc. MuniHoldings New Jersey Insured Fund II, Inc
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MuniHoldings New Jersey Insured Fund III, Inc.
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On December 15, 1999, each Fund will hold an Annual Stockholders'
Meeting to consider the Reorganization, which must be approved by the
stockholders of each Fund involved. A combined proxy statement and prospectus
that provides information about the proposed Reorganization and about each Fund
is enclosed along with a Question and Answer sheet that addresses frequently
asked questions. At the meeting, you will also be asked to elect Directors and
to ratify the selection of independent auditors. Information about these
proposals is also contained in the combined proxy statement and prospectus.
You are being asked to approve the Agreement and Plan of
Reorganization among the Funds pursuant to which MuniHoldings New Jersey Insured
Fund, Inc. will acquire the assets and assume the liabilities of each of the
Acquired Funds in exchange for newly issued shares of Common Stock and Auction
Market Preferred Stock of MuniHoldings New Jersey Insured Fund, Inc. The
Acquired Funds will distribute these shares to their respective stockholders so
that holders of Common Stock will receive Common Stock of MuniHoldings New
Jersey Insured Fund, Inc. and holders of Auction Market Preferred Stock will
receive Auction Market Preferred Stock of MuniHoldings New Jersey Insured Fund,
Inc. on the basis described in the combined proxy statement and prospectus.
The Board of Directors of each Fund has reviewed the Reorganization
proposal and recommends that you vote FOR the proposal after carefully reviewing
the enclosed materials. The Board of Directors also recommends that stockholders
of the Funds vote for the Director nominees and for the ratification of the
selection of independent auditors of the Fund.
Your vote is important. Please take a moment now to sign and return
your proxy card in the enclosed postage paid return envelope. You may also vote
on the internet by visiting www.proxyvote.com and entering the 12 digit control
number located on your proxy card. If we do not hear from you after a reasonable
amount of time, you may receive a telephone call from our proxy solicitor,
Shareholder Communications Corporation, reminding you to vote your shares.
Sincerely,
William E. Zitelli, Jr.
Secretary of MuniHoldings New Jersey
Insured Fund, Inc., MuniHoldings New
Jersey Insured Fund II, Inc. and Muni-
Holdings New Jersey Insured Fund III, Inc.
Enclosures
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MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND III, INC.
Q. WHY AM I RECEIVING THIS PROXY MATERIAL?
A. As a stockholder of one of the Funds, you are being asked to consider the
Reorganization of the Funds. The transaction requires the approval of each
Fund's stockholders.
Q. WILL THE REORGANIZATION CHANGE MY RIGHTS AND PRIVILEGES AS A STOCKHOLDER?
A. Your rights and 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 BENEFIT ME AND OTHER STOCKHOLDERS?
A. Stockholders should consider the following:
- After the Reorganization, the 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, holders of Common Stock are expected to
experience:
[ ] a lower aggregate operating expense ratio (the ratio of
operating expenses to total fund assets) than any individual
Fund prior to the Reorganization;
[ ] a Fund with greater efficiency and flexibility in its portfolio management;
and
[ ] a more liquid public trading market for the shares of Common Stock.
Q. WILL THE REORGANIZATION AFFECT THE VALUE OF MY INVESTMENT?
A. The value of your investment will not change.
Q. AFTER THE REORGANIZATION, WILL I OWN THE SAME NUMBER OF SHARES OF COMMON
STOCK AS I CURRENTLY OWN?
A. Yes, if you currently own shares of Common Stock of MuniHoldings Jersey
Insured Fund, Inc. You will not receive any additional shares of Common
Stock and the number of shares that you own after the Reorganization will
be the same as the number of shares
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of Common Stock that you currently own.
No, if you currently own shares of Common Stock in one of the Acquired
Funds. You will receive shares of Common Stock of MuniHoldings New Jersey
Insured Fund, Inc. with the same aggregate net asset value as the shares of
Common Stock of the Acquired Fund you currently 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,
suppose that you own 10 shares of Common Stock of an Acquired Fund. If the
net asset value of the Acquired Fund's Common Stock on the Valuation Date
is $6 per share, and the net asset value of MuniHoldings New Jersey Insured
Fund, Inc.'s Common Stock is $12 per share, you will receive 5 shares of
MuniHoldings New Jersey Insured Fund, Inc. Common Stock in the
Reorganization. The aggregate net asset value of your investment will not
change. (10 Acquired Fund shares x $6 = $60; 5 MuniHoldings New Jersey
Insured Fund, Inc. shares x $12 = $60).
Q. I CURRENTLY HOLD AUCTION MARKET PREFERRED STOCK OF ONE OF THE FUNDS. AFTER
THE REORGANIZATION, WHAT WILL I HOLD?
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A. If Prior to the Reorganization After the Reorganization
you hold: you will hold:
MuniHoldings New Jersey Insured Fund, Inc.: MuniHoldings New Jersey Insured Fund, Inc.:
Series A AMPS Series A AMPS
Series B AMPS Series B AMPS
MuniHoldings New Jersey Insured Fund II, Inc.:
Series A AMPS Series C AMPS
Series B AMPS Series C AMPS
MuniHoldings New Jersey Insured Fund III, Inc.:
Series A AMPS Series D AMPS
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You will receive shares of MuniHoldings New Jersey Insured Fund, Inc. AMPS
with the same aggregate liquidation preference as the shares of AMPS of the
Acquired Fund you currently hold. Since all of the AMPS have a $25,000
liquidation preference, the holders of AMPS of an Acquired Fund will
receive one share of AMPS of MuniHoldings New Jersey Insured Fund, Inc. for
each share of AMPS they currently hold. The auction and dividend payment
dates for the AMPS you receive may be different from the auction and
dividend payment dates of the AMPS you currently hold. The dividend period
following the Reorganization will be a special dividend period, which may
be either longer or shorter than your Fund's regular dividend period.
However, this will not adversely effect the value of your investment.
Q. SHOULD I SEND IN MY STOCK CERTIFICATES NOW?
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A. No. After the Reorganization is approved by each Fund's stockholders and is
completed, we will send holders of Common Stock of the Acquired Funds
written instructions for exchanging their stock certificates. Since holders
of Auction Market Preferred Stock do not hold stock certificates, all
exchanges of Auction Market Preferred Stock will be accomplished by book
entry. Stockholders of MuniHoldings New Jersey Insured Fund, Inc. will keep
their stock certificates
Q. WHAT ARE THE TAX CONSEQUENCES FOR STOCKHOLDERS?
A. The Reorganization is structured as a tax-free transaction so that the
consummation of the Reorganization itself will not result in Federal income
tax liability for stockholders of any Fund, except that Common Stockholders
may incur taxes on any cash received for a fractional share of Common
Stock. The Funds have applied for a private letter ruling from the Internal
Revenue Service on the tax-free treatment of the Reorganization.
Q. WHO WILL MANAGE MUNIHOLDINGS NEW JERSEY INSURED FUND, INC. AFTER THE
REORGANIZATION?
A. Fund Asset Management, L.P. currently serves as the manager for each Fund
and after the Reorganization will be the manager of MuniHoldings New Jersey
Insured Fund, Inc. Robert A. DiMella and Robert D. Sneeden currently serve
as portfolio managers of MuniHoldings New Jersey Insured Fund, Inc. and
will be the portfolio managers of MunHoldings New Jersey Insured Fund, Inc.
after the Reorganization.
Q. WHAT WILL THE NAME OF THE COMBINED FUND BE AFTER THE REORGANIZATION?
A. If the Reorganization is approved by each Fund's stockholders, the combined
fund's name will be MuniHoldings New Jersey Insured Fund, Inc.
Q. WHERE AND WHEN DO I VOTE ?
A. A stockholders' meeting for each Fund is scheduled for December 15, 1999,
at 800 Scudders Mill Road, Plainsboro, New Jersey at the time specified
below for your Fund:
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Fund Time
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MuniHoldings New Jersey Insured Fund, Inc. 12:00 p.m.
MuniHoldings New Jersey Insured Fund II, Inc. 12:15 p.m.
MuniHoldings New Jersey Insured Fund III, Inc 12:30 p.m.
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Q. WHY IS MY VOTE IMPORTANT?
A. For a quorum to be present at the Stockholders' Meeting, one-third of the
outstanding shares of each class of the Fund's shares must be represented
either in person or by
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proxy. Approval of the Reorganization requires the affirmative vote of Fund
stockholders representing a majority of the outstanding shares of Common
Stock and AMPS, voting together as a single class, and a majority of the
outstanding AMPS voting together as a separate class. The Board of
Directors 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. Or you may vote your shares on the internet at
http://www.proxyvote.com. If you cast your vote over the internet you will
be asked for the 12-digit control number located on your proxy card. Or you
may vote using the toll-free telephone number printed on your voting
instruction form. You may also vote in person at the Stockholders' Meeting.
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. HAS THE FUND RETAINED A PROXY SOLICITATION FIRM?
A. Yes, the Fund has hired Shareholder Communications Corporation to assist in
the solicitation of proxies for the Meetings. While the Fund expects most
proxies to be returned by mail, it also may 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 insure 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 the Meetings for a
quorum or a quorum is present but there are not sufficient votes to approve
the proposal by the time of each Stockholder's Meeting on December 15,
1999, then one or more of the Meetings may be adjourned to permit further
solicitation of proxy votes.
Q. WHAT IS THE BOARD'S RECOMMENDATION ON THE REORGANIZATION PROPOSAL?
A. The Board of Directors of each Fund believes the Reorganization is in the
best interests of the Fund's stockholders. The Board of Directors
encourages you to vote FOR the Reorganization.
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