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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)
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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ [ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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)
Same as above
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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 registrations 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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3
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MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND III, INC.
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December 27, 1999
Dear Stockholder:
We are writing to inform you that the Annual Meeting of Stockholders for the
funds listed above (the "Funds"), originally scheduled for December 15, 1999,
was adjourned until JANUARY 20, 2000 in order to give stockholders additional
time to vote on Item 1, an Agreement and Plan of Reorganization. Item 2, the
election of directors and Item 3, the selection of auditors, were both approved
on December 15. The Funds' records indicate that we have not yet received voting
instructions from you. All votes are vital no matter how many shares you hold
and the Funds' records indicate that as of October 20, 1999, ("Record Date" for
the Meeting) you were holding shares in one or more of the Funds. If you have
not already voted, we urge you to act promptly in order to allow us to obtain a
sufficient number of votes to hold the meeting as scheduled and avoid the
possibility of another adjournment. In order for your vote to be represented, we
must receive your instructions on or before THURSDAY, JANUARY 20, 2000.
PLEASE TAKE THE TIME AND VOTE TODAY!
For your convenience, we have established three easy methods by which to
register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications Corporation
toll free at 1-800-645-4519. Representatives are
available to take your vote Monday thru Friday between
the hours of 9:00 a.m. and 11:00 p.m. Eastern Time.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit control
number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage paid
envelope. Please use this option only if methods 1 & 2
are unavailable, as we may not receive your executed
proxy by January 20, 2000.
For the reasons set forth in the Combined Proxy Statement dated November 8,
1999, your Board believes that the proposal with respect to the Agreement and
Plan of Reorganization is in the best interest of all stockholders and
recommends a vote IN FAVOR of the proposal.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
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MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND III, INC.
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December 27, 1999
Dear Stockholder:
We are writing to inform you that the Annual Meeting of Stockholders for the
funds listed above (the "Funds"), originally scheduled for December 15, 1999,
was adjourned until JANUARY 20, 2000 in order to give stockholders additional
time to vote on Item 1, an Agreement and Plan of Reorganization. Item 2, the
election of directors and Item 3, the selection of auditors, were both approved
on December 15. The Funds' records indicate that we have not yet received voting
instructions from you. All votes are vital no matter how many shares you hold
and the Funds' records indicate that as of October 20, 1999, ("Record Date" for
the Meeting) you were holding shares in one or more of the Funds. If you have
not already voted, we urge you to act promptly in order to allow us to obtain a
sufficient number of votes to hold the meeting as scheduled and avoid the
possibility of another adjournment. In order for your vote to be represented, we
must receive your instructions on or before THURSDAY, JANUARY 20, 2000.
PLEASE TAKE THE TIME AND VOTE TODAY!
For your convenience, we have established three easy methods by which to
register your vote:
[LOGO]
1. BY TOUCH-TONE: Dial the toll-free number found on your proxy card and
follow the simple directions.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit control
number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage
paid envelope. Please use this option only if methods
1 & 2 are unavailable, as we may not receive your
executed proxy by January 20, 2000.
For the reasons set forth in the Combined Proxy Statement dated November 8,
1999, your Board believes that the proposal with respect to the Agreement and
Plan of Reorganization is in the best interest of all stockholders and
recommends a vote IN FAVOR of the proposal.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
<PAGE> 5
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
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December 27, 1999
Dear Preferred Stockholder:
The Stockholder Meetings for the funds listed above (the "Funds"), that were
originally scheduled for December 15, 1999, were adjourned until Thursday,
January 20, 2000, because the Funds did not receive a sufficient number of votes
to approve or disapprove the proposal before the meeting regarding the
reorganization of the Funds. In order to avoid any additional solicitations, or
cost to the Funds, please take a moment to vote your shares using one of the
methods listed below. For the reasons set forth in the Combined Proxy Statement
dated November 8, 1999, your Board believes that all the proposals are in the
best interest of all stockholders and recommends a vote IN FAVOR of the
proposal.
For your convenience, we have established three easy methods by which
you can register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications Corporation toll
free at 1-800-645-4519. Representatives are available to
take your vote Monday thru Friday between the hours of
9:00 a.m. and 11:00 p.m.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit control
number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage paid
envelope. Please use this option only if methods 1 & 2
are unavailable, as we may not receive your executed
proxy by January 20, 2000.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
<PAGE> 6
MUNIHOLDINGS NEW JERSEY INSURED FUND, INC.
MUNIHOLDINGS NEW JERSEY INSURED FUND II, INC.
- --------------------------------------------------------------------------------
December 27, 1999
Dear Preferred Stockholder:
The Stockholder Meetings for the funds listed above (the "Funds"), that were
originally scheduled for December 15, 1999, were adjourned until Thursday,
January 20, 2000, because the Funds did not receive a sufficient number of votes
to approve or disapprove the proposal before the meeting regarding the
reorganization of the Funds. In order to avoid any additional solicitations, or
cost to the Funds, please take a moment to vote your shares using one of the
methods listed below. For the reasons set forth in the Combined Proxy Statement
dated November 8, 1999, your Board believes that all the proposals are in the
best interest of all stockholders and recommends a vote IN FAVOR of the
proposal.
For your convenience, we have established three easy methods by which
you can register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications Corporation toll
free at 1-800-645-4519. Representatives are available to
take your vote Monday thru Friday between the hours of
9:00 a.m. and 11:00 p.m.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit control
number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage paid
envelope. Please use this option only if methods 1 & 2
are unavailable, as we may not receive your executed
proxy by January 20, 2000.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
