UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment
Companies
Instructions for using Form N-8F
This form may be filed by an investment company ("fund") that is currently
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 ("Act"), is seeking to deregister, and is in one of the
four categories in Instruction 1 below.
1. To use this form, the fund must be seeking to deregister under one
of the following circumstances identified in rule 8f-1 [17 CFR
270.8f-1]:
(a) The fund has (i) sold substantially all of its assets to
another registered fund or (ii) merged into or consolidated
with another registered fund ("Merger");
(b) The fund has distributed substantially all of its assets to its
shareholders and has completed, or is in the process of,
winding up its affairs ("Liquidation");
(c) The fund qualifies for an exclusion from the definition of
"investment company" under section 3(c)(1) or section 3(c)(7)
of the Act ("Abandonment Registration"); or
(d) The fund has become a business development company ("Business
Development Company").
2. If the fund is not eligible to use this form, refer to rule 0-2
under the Act [17 CFR270.0-2] for general instructions on filing an
application with the Commission. Applications for deregistration
pursuant to rule 0-2 must be submitted electronically in accordance
with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)]
and the EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the
Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T
[17 CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
4. Amendments to this form also must be filed electronically (see
Instruction 3 above), and must include a verification identical to
the one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
6. Funds are reminded of the requirements to timely file a final Form
N-SAR with the Commission. See rule 30b-1 under the Act [17 CFR
270.30b1]; Form [17 CFR 274.101].
SEC's Collection of Information
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An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid OMB
control number. A fund that wishes to deregister and is in one of the four
categories in Instruction 1 may use this form. The principal purpose of this
collection of information is to enable the Commission to determine that a
registered investment company has ceased to be an investment company as
defined by the Act or is a business development company. The Commission
estimates that the burden for completing this form will be approximately 3
hours per filing. Any member of the public may direct to the Commission any
comments concerning the accuracy of the burden estimate of this form, and any
suggestions for reducing this burden. This collection of information has been
reviewed by the Office of Management and Budget in accordance with the
clearance requirements of 44 U.S.C. ss. 3507. Responses to this collection of
information will not be kept confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ X ] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only
questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of fund: MuniHoldings New York Insured Fund II, Inc.
3. Securities and Exchange Commission File No.: 811-08813
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[ X ] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code): 800 Scudders Mill Road, Plainsboro, NJ 08536
6. Name, address and telephone number of individual the Commission
staff should contact with any questions regarding this form: Ellen
W. Harris, Esq., Brown & Wood LLP, One World Trade Center, New York,
NY 10048, 212-839-5300.
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records in
accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a,
.31a-2]: Donald C. Burke, 800 Scudders Mill Road, Plainsboro, NJ
08536, 609-282-7085.
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the
periods specified in those rules.
8. Classification of fund (check only one):
[ X ] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[ ] Open-end [ X ] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated: Fund
Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, NJ
08536.
12. Provide the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with
those underwriters have been terminated: Merrill Lynch, Pierce,
Fenner & Smith, Incorporated, World Financial Center, North Tower,
250 Vesey Street, New York, New York 10281-1201.
13. If the fund is a unit investment trust ("UIT") provide: Not
Applicable
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the act that served as a vehicle for
investment in the fund (e.g., an insurance company separate
account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-__________
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the board vote took place:
September 23, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place: February 16, 2000.
If No, explain:
II. Distribution to Shareholders
16. Has the fund distributed any assets to its shareholders in
connection with the Merger or Liquidation?
[ X ] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: March 6, 2000
(b) Were the distributions made on the basis of net assets?
[ X ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ X ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions
to shareholders. For Mergers, provide the exchange ratio(s)
used and explain how it was calculated.
(e) Liquidation only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders.
17. Closed-end funds only:
Has the fund issued senior securities?
[ X ] Yes [ ] No
If yes, describe the method of calculating payments to senior
security holders and distributions to other shareholders. Each
holder of auction market preferred stock ("AMPS") received the
equivalent number of a newly created series of AMPS of the
acquiring fund representing the same aggregate liquidation
preference.
18. Has the fund distributed all of its assets to the fund's
shareholders?
[ X ] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions
in complete liquidation of their interests?
[ ] Yes [ X ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or
any other liabilities?
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation
(i) Legal expenses: $118,000
(ii) Accounting expenses: $48,500
(iii) Other expenses (list and identify separately):
Printing: $68,405
Solicitation and Mailing: $25,588
NYSE Listing Fee: $24,260
S&P Ratings Verification: $3,000
SEC Registration and Filing Fee: $120,480
(iv) Total expenses (sum of lines (i) to (iii)): $408,233
(b) How were those expenses allocated? All expenses were borne by
the surviving fund.
(c) Who paid those expenses? The surviving fund, MuniHoldings New
York Insured Fund, Inc.
(d) How did the fund pay for unamortized expenses (if any)? Not
applicable.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [ X ] No
If Yes, cite the release numbers of the Commission's notice and
order or, if no notice or order has been issued, the file number and
date the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [ X ] No
If yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [ X ] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: MuniHoldings
New York Insured Fund, Inc.
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-08217
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed: Form N-14; 333-88409; 811-08217;
November 5, 1999.
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of MuniHoldings New York Insured Fund II, Inc., (ii) he or she
is the Vice President and Treasurer of MuniHoldings New York Insured Fund II,
Inc., and (iii) all actions by shareholders, directors, and any other body
necessary to authorize the undersigned to execute and file this Form N-8F
application has been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
/s/ Donald C. Burke
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Donald C. Burke
