TAURUS MUNINEWYORK HOLDINGS INC
DEF 14A, 1995-05-03
Previous: TAURUS MUNICALIFORNIA HOLDINGS INC, DEF 14A, 1995-05-03
Next: VANGUARD INTERNATIONAL EQUITY INDEX FUND INC, 497, 1995-05-03




<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1995
          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
 
              /x/ Definitive Proxy Statement
 
              / / Definitive Additional Materials
 
              / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                       TAURUS MUNINEWYORK HOLDINGS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
                       TAURUS MUNINEWYORK HOLDINGS, INC.
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)
 
Payment of Filing Fee (Check the appropriate box):
 
/x/  $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
     (2) Aggregate number of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:(1)
 
- --------------------------------------------------------------------------------
 
     (4) Proposed maximum aggregate value of transaction:
 
- --------------------------------------------------------------------------------

 
/ /  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:
 
- --------------------------------------------------------------------------------
 
     (2) Form, Schedule or Registration Statement No.:
 
- --------------------------------------------------------------------------------
 
     (3) Filing Party:
 
- --------------------------------------------------------------------------------
 
     (4) Date Filed:
 
- --------------------------------------------------------------------------------
 
- ------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
    was determined.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
                       TAURUS MUNINEWYORK HOLDINGS, INC.
                                 P.O. BOX 9011
                        PRINCETON, NEW JERSEY 08543-9011
 
                            ------------------------
 
                 NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS

                            ------------------------
 
                                 JUNE 16, 1995
 
TO THE STOCKHOLDERS OF TAURUS MUNINEWYORK HOLDINGS, INC.:
 
     Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
'Meeting') of Taurus MuniNewYork Holdings, Inc. (the 'Fund') will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, June 16, 1995 at 9:30 A.M. for the following
purposes:
 
          (1) To elect a Board of Directors to serve for the ensuing year;
 
          (2) To consider and act upon a proposal to ratify the selection of
     Ernst & Young LLP to serve as independent auditors of the Fund for its
     current fiscal year; and
 
          (3) To transact such other business as may properly come before the
     Meeting or any adjournment thereof.
 
     The Board of Directors has fixed the close of business on April 24, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
 
     A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after May 26, 1995, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
 
                                          By Order of the Board of Directors
 
                                          MARK B. GOLDFUS
                                          Secretary
 
Plainsboro, New Jersey
Dated: May 2, 1995

<PAGE>
                                PROXY STATEMENT

                            ------------------------
 
                       TAURUS MUNINEWYORK HOLDINGS, INC.
                                 P.O. BOX 9011
                        PRINCETON, NEW JERSEY 08543-9011
 
                            ------------------------
 
                      1995 ANNUAL MEETING OF STOCKHOLDERS

                            ------------------------
 
                                 JUNE 16, 1995
 
                                  INTRODUCTION
 
     This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Taurus MuniNewYork Holdings,
Inc., a Maryland corporation (the 'Fund'), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the 'Meeting'), to be held at the offices
of Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, June 16, 1995 at 9:30 A.M. The approximate
mailing date of this Proxy Statement is May 5, 1995.
 
     All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year and for the ratification of the selection of independent auditors
to serve for the Fund's current fiscal year. Any proxy may be revoked at any
time prior to the exercise thereof by giving written notice to the Secretary of
the Fund at the Fund's address indicated above or by voting in person at the
Meeting.
 
     The Board of Directors has fixed the close of business on April 24, 1995 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of April 24, 1995, the Fund had outstanding 
6,714,921 shares of common stock, par value $.10 per share ('Common Stock'),
and 1,200 shares of auction market preferred stock, par value $.10 per share and
liquidation preference of $25,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ('AMPS'). To the knowledge of the Fund, as of April
24, 1995, no person is the beneficial owner of more than five percent of the
outstanding shares of Common Stock or five percent of the outstanding AMPS.
 
     With respect to Item 1, Election of Directors, holders of AMPS are entitled
to elect the two Directors designated below and holders of Common Stock and
AMPS, voting together as a class, are entitled to elect the remaining Directors.
Assuming a quorum is present, (i) election of the two Directors to be elected by
the holders of AMPS, voting separately as a class, will require the affirmative

vote of the holders of a majority of the AMPS, represented at the Meeting and
entitled to vote; (ii) election of the remaining Directors will require the
affirmative vote of the holders of a majority of the Common Stock and the AMPS
represented at the Meeting and entitled to vote, voting together as a single
class; and (iii) approval of Item 2, Selection of Independent Auditors, will
require the affirmative vote of the holders of a majority of the Common Stock
and the AMPS represented at the Meeting and entitled to vote, voting together as
a single class.
 
     The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.

<PAGE>
                         ITEM 1. ELECTION OF DIRECTORS
 
     At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:
 
          (1) All such proxies of the holders of AMPS, voting separately as a
     class, in favor of the two (2) persons designated as Directors to be
     elected by holders of AMPS; and
 
          (2) All such proxies of the holders of Common Stock and AMPS, voting
     together as a class, in favor of the four (4) persons designated as
     Directors to be elected by holders of Common Stock and AMPS.
 
     The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
 
     Certain information concerning the nominees, including their designated
classes, is set forth as follows:

TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS
 
<TABLE>
<CAPTION>
                                                                       SHARES
                                                                        BENE-
                                                                      FICIALLY
                                                                      OWNED AT
                                                                      APRIL 24,
                                                                        1995
                                   PRINCIPAL OCCUPATIONS             -----------
     NAME AND ADDRESS             DURING PAST FIVE YEARS    DIRECTOR COMMON
        OF NOMINEE          AGE AND PUBLIC DIRECTORSHIPS(1)  SINCE   STOCK  AMPS
- --------------------------- --- --------------------------- -------- ------ ----
<S>                         <C> <C>                         <C>      <C>    <C>
Ronald W. Forbes(1)(2) .... 54  Professor of Finance,         1989    0     0
  1400 Washington Avenue          School of Business, State
  Albany, New York 12222          University of New York at
                                  Albany, since 1989, and
                                  Associate Professor prior
                                  thereto; Member, Task
                                  Force on Municipal
                                  Securities Markets,
                                  Twentieth Century Fund.
 
Richard R. West(1)(2) ..... 57  Professor of Finance, and     1989    0     0
  482 Tepi Drive                  Dean from 1984 to 1993,
  Southbury, Connecticut          New York University
  06488                           Leonard N. Stern School
                                  Business Administration;
                                  Professor of Finance at
                                  the Amos Tuck School of
                                  Business Administration
                                  from 1976 to 1984 and
                                  Dean from 1976 to 1983;
                                  Director of Vornado, Inc.
                                  (real estate investment
                                  trust), Alexander's Inc.
                                  (real estate company),
                                  Bowne & Co., Inc. (fi-
                                  nancial printer), Smith-
                                  Corona Corporation (man-
                                  ufacturer of typewriters
                                  and word processors) and
                                  Re Capital Corp.
                                  (reinsurance holding
                                  company).
</TABLE>
 
                                       2

<PAGE>
TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A SINGLE
  CLASS

<TABLE>

<CAPTION>
                                                                       SHARES
                                                                        BENE-
                                                                      FICIALLY
                                                                      OWNED AT
                                                                      APRIL 24,
                                                                        1995
                                   PRINCIPAL OCCUPATIONS             -----------
     NAME AND ADDRESS             DURING PAST FIVE YEARS    DIRECTOR COMMON
        OF NOMINEE          AGE AND PUBLIC DIRECTORSHIPS(1)  SINCE   STOCK  AMPS
- --------------------------- --- --------------------------- -------- ------ ----
<S>                         <C> <C>                         <C>      <C>    <C>
Cynthia A.                  42  Professor, Harvard Business   1993    0     0
  Montgomery(1)(2) ........       School since 1989;
  Harvard Business School         Associate Professor, J.L.
  Soldiers Field Road             Kellogg Graduate School
  Boston, Massachusetts           of Management,
  02163                           Northwestern University
                                  from 1985 to 1989;
                                  Assistant Professor,
                                  Graduate School of
                                  Business Administration,
                                  the University of
                                  Michigan from 1979 to
                                  1985; Director, UNUM
                                  Corporation.
 
Charles C. Reilly(1)(2) ... 63  Self-employed financial       1990    0     0
  9 Hampton Harbor Road           consultant since 1990;
  Hampton Bays, New York          President and Chief
  11946                           Investment Officer of
                                  Verus Capital, Inc. from
                                  1979 to 1990; Senior Vice
                                  President of Arnhold and
                                  S. Bleichroeder, Inc.
                                  from 1973 to 1990;
                                  Adjunct Professor,
                                  Columbia University
                                  Graduate School of
                                  Business, 1990;
                                  Adjunct Professor,
                                  Wharton School,
                                  University of
                                  Pennsylvania, 1990;
                                  Partner, Small Cities
                                  CableVision.
 
Kevin A. Ryan(1)(2) ....... 62  Founder, current Director     1992    0     0

  127 Commonwealth Avenue         and Professor of The
  Chestnut Hill,                  Boston University Center
  Massachusetts 02167             for the Advancement of
                                  Ethics and Character;
                                  Professor of Education
                                  at Boston University
                                  from 1982 until 1994;
                                  Formerly taught on the
                                  faculties of the
                                  University of Chicago,
                                  Stanford University and
                                  Ohio State University.
</TABLE>
 
                                                   (Footnotes on following page)
 
                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                                       SHARES
                                                                        BENE-
                                                                      FICIALLY
                                                                      OWNED AT
                                                                      APRIL 24,
                                                                        1995
                                   PRINCIPAL OCCUPATIONS             -----------
     NAME AND ADDRESS             DURING PAST FIVE YEARS    DIRECTOR COMMON
        OF NOMINEE          AGE AND PUBLIC DIRECTORSHIPS(1)  SINCE   STOCK  AMPS
- --------------------------- --- --------------------------- -------- ------ ----
<S>                         <C> <C>                         <C>      <C>    <C>
Arthur Zeikel(1)* ......... 62  President of Fund Asset       1988     0     0
  P.O. Box 9011                   Management, L.P. ('FAM',
  Princeton, New Jersey           which term as used herein
  08543-9011                      includes its corporate
                                  predecessors) since 1977;
                                  President of MLAM (which
                                  term as used herein
                                  includes its corporate
                                  predecessors) since 1977;
                                  President and Director of
                                  Princeton Services, Inc.
                                  ('Princeton Services')
                                  since 1993; Executive
                                  Vice President of Merrill
                                  Lynch & Co., Inc.
                                  ('ML&Co.') since 1990;
                                  Executive Vice President
                                  of Merrill Lynch, Pierce,
                                  Fenner & Smith
                                  Incorporated ('MLPF&S')
                                  since 1990 and a Senior
                                  Vice President thereof
                                  from 1985 to 1990;         

                                  Director of Merrill Lynch
                                  Funds Distributor, Inc.
                                  ('MLFD').
</TABLE>
 
- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
    of certain other investment companies for which FAM or MLAM acts as
    investment adviser. See 'Compensation of Directors' below.
 
(2) Member of Audit Committee of the Board of Directors.
 
 *  Interested person, as defined in the Investment Company Act of 1940, as
    amended, of the Fund.
 
     Committee and Board of Directors Meetings.  The Board of Directors has a
standing Audit Committee, which consists of Directors who are not 'interested
persons' of the Fund within the meaning of the Investment Company Act of 1940,
as amended (the 'Investment Company Act'). The principal purpose of the Audit
Committee is to review the scope of the annual audit conducted by the Fund's
independent auditors and the evaluation by such auditors of the accounting
procedures followed by the Fund. The non-interested Directors have retained
independent legal counsel to assist them in connection with these duties. The
Board of Directors does not have a nominating committee.
 
     During the fiscal year ended October 31, 1994, the Board of Directors held
five meetings and the Audit Committee held four meetings. All of the Directors
attended at least 75% of the total number of meetings of the Board of Directors
and, if a member, the total number of meetings of the Audit Committee held
during such period.
 
     Compliance with Section 16(a) of the Securities Exchange Act of
1934.  Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ('SEC') and the
 
                                       4
<PAGE>
New York Stock Exchange. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Fund with copies of
all Forms 3, 4 and 5 they file.
 
     Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act, i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser, have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent

fiscal year, except that Ms. Montgomery inadvertently filed a late report to
disclose her election as a Director of the Fund, and except that Elizabeth
Griffin inadvertently filed a late report to disclose her election as a Senior
Vice President of FAM.
 
     Interested Persons.  The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the positions he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.
 
     Compensation of Directors.  FAM, the Fund's investment adviser, pays all
compensation to all officers of the Fund and all Directors of the Fund who are
affiliated with ML&Co. or its subsidiaries. The Fund pays each Director not
affiliated with FAM a fee of $1,000 per year plus $400 per meeting attended,
together with such Director's actual out-of-pocket expenses relating to
attendance at meetings. The Fund also pays each member of its Audit Committee,
which consists of all of the non-affiliated Directors, a fee of $1,000 per year,
together with such Director's out-of-pocket expenses relating to attendance at
meetings. The Chairman of the Audit Committee receives an additional annual fee
of $1,000. These fees and expenses aggregated $21,759 for the fiscal year ended
October 31, 1994.
 
     The following table sets forth for the fiscal year ended October 31, 1994
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the non-affiliated Directors.
 
<TABLE>
<CAPTION>
                              AGGREGATE     PENSION OR RETIREMENT       TOTAL COMPENSATION FROM
          NAME OF            COMPENSATION  BENEFITS ACCRUED AS PART        FUND AND FAM/MLAM
          DIRECTOR            FROM FUND       OF FUND EXPENSES      ADVISED FUNDS PAID TO DIRECTORS
- ---------------------------- ------------  ------------------------ -------------------------------
<S>                          <C>           <C>                      <C>
Ronald W. Forbes(1).........    $3,600              None                      $154,400
Cynthia A. Montgomery(1)....    $3,433              None                      $133,817
Charles C. Reilly(1)........    $3,600              None                      $276,900
Kevin A. Ryan(1)............    $3,600              None                      $154,400
Richard R. West(1)..........    $4,600              None                      $300,900
</TABLE>
 
- ------------------
(1) In addition to the Fund, the Directors serve on the Boards of other FAM/MLAM
    Advised Funds as follows: Mr. Forbes (24 boards); Ms. Montgomery (24
    boards); Mr. Reilly (41 boards); Mr. Ryan (24 boards); and Mr. West (41
    boards).
 
                                       5
<PAGE>
     Officers of the Fund.  The Board of Directors has elected seven officers of
the Fund. The following sets forth information concerning each of these
officers:
 

<TABLE>
<CAPTION>
                                                                         OFFICER
          NAME AND PRINCIPAL OCCUPATION                 OFFICE      AGE   SINCE
- --------------------------------------------------  --------------  ---  -------
<S>                                                 <C>             <C>  <C>
Arthur Zeikel ....................................  President       62    1989
  President of FAM since 1977; President of MLAM
  since 1977; President and Director of Princeton
  Services since 1993; Executive Vice President of
  ML&Co. since 1990; Executive Vice President of
  MLPF&S since 1990 and a Senior Vice President
  thereof from 1985 to 1990; Director of MLFD.

Terry K. Glenn ...................................  Executive Vice  54    1989
  Executive Vice President of FAM and MLAM since      President
  1983; Executive Vice President and Director of
  Princeton Services since 1993; President of MLFD
  since 1986 and Director thereof since 1991.

Vincent R. Giordano ..............................  Vice President  50    1989
  Senior Vice President of FAM and MLAM since 1984
  and Vice President of MLAM from 1980 to 1984;
  Portfolio Manager of FAM and MLAM since 1977;
  Senior Vice President of Princeton Services
  since 1993.

Kenneth A. Jacob .................................  Vice President  45    1989
  Vice President of MLAM since 1984; employed by
  MLAM since 1978.

Donald C. Burke ..................................  Vice President  34    1993
  Vice President and Director of Taxation of MLAM
  since 1990; employee of Deloitte & Touche LLP
  from 1982 to 1990.

Gerald M. Richard ................................  Treasurer       46    1989
  Senior Vice President and Treasurer of FAM and
  MLAM since 1984; Senior Vice President and
  Treasurer of Princeton Services since 1993; Vice
  President of MLFD since 1981 and Treasurer
  thereof since 1984.

Mark B. Goldfus ..................................  Secretary       48    1989
  Vice President of FAM and MLAM since 1985.
</TABLE>
 
     Stock Ownership.  At April 24, 1995, the Directors and officers of the Fund
as a group (12 persons) owned an aggregate of less than 1% of the Common Stock
of the Fund outstanding at such date and owned none of the AMPS outstanding at
such date. At such date, Mr. Zeikel, an officer and a Director of the Fund, and
the other officers of the Fund owned an aggregate of less than 1% of the
outstanding shares of common stock of ML&Co.
 

                   ITEM 2.  SELECTION OF INDEPENDENT AUDITORS
 
     The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Ernst &
Young LLP ('E&Y'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The appointment of E&Y continues a
relationship with the Fund that began in 1989. The Fund knows of no direct or
indirect financial interest of such firm in the Fund. Such appointment is
subject to ratification or rejection by the stockholders of the Fund. Unless a
contrary specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
 
     E&Y also acts as independent auditors for Taurus MuniCalifornia Holdings,
Inc. and for certain other investment companies for which FAM acts as investment
adviser. The Board of Directors of the Fund considered the fact that E&Y has
been retained as the independent auditors for such other entities in its
evaluation of the independence of E&Y with respect to the Fund.
 
                                       6
<PAGE>
     Representatives of E&Y are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
 
                             ADDITIONAL INFORMATION
 
     The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
 
     In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary solicitation may be made
by mail, telephone, telegraph or personal interview by officers of the Fund. It
is anticipated that the cost of such supplementary solicitation, if any, will be
nominal.
 
     All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will be
voted 'FOR' the Director nominees and 'FOR' the ratification of E&Y as
independent auditors.
 
     Broker-dealer firms, including MLPF&S, holding Fund shares in 'street name'
for the benefit of their customers and clients will request the instructions of
such customers and clients on how to vote their shares on each Item before the
Meeting. The Fund understands that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on the
election of Directors (Item 1) and ratification of the selection of independent
auditors (Item 2) if no instructions have been received prior to the date
specified in the broker-dealer firm's request for voting instructions.

Accordingly, the Fund will include shares held of record by broker-dealers as to
which such authority has been granted in its tabulation of the total number of
votes present for purposes of determining whether the necessary quorum of
shareholders exists. Proxies which are returned but which are marked 'abstain'
or on which a broker-dealer has declined to vote on any proposal ('broker
non-votes') will be counted as present for purposes of a quorum. MLPF&S has
advised that it intends to exercise discretion over shares held in its name for
which no instructions are received by voting such shares in the same proportion
as it has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast. Abstentions and broker
non-votes, therefore, will not have an effect on the vote on Item 1 or Item 2.
 
ADDRESS OF INVESTMENT ADVISER
 
     The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
 
ANNUAL REPORT DELIVERY
 
     THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED OCTOBER 31, 1994 TO ANY STOCKHOLDER UPON REQUEST. Such
requests should be directed to Taurus MuniNewYork Holdings, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, or to
1-800-MERRILL ext. 9368 (1-800-637-7455 ext. 9368).
 
STOCKHOLDER PROPOSALS
 
     If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in June 1996, and
desires to have the proposal included in the Fund's proxy statement and form of
proxy for that meeting, the stockholder must deliver the proposal to the offices
of the Fund by January 8, 1996.
 
                                          By Order of the Board of Directors
 
                                          MARK B. GOLDFUS
                                          Secretary
Dated: May 2, 1995
 
                                       7



- --------------------------------------------------------------------------------

                                                           COMMON STOCK

                       TAURUS MUNINEWYORK HOLDINGS, INC.
                                 P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011
                                   P R O X Y
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse 
hereof, all the shares of Common Stock of Taurus MuniNewYork Holdings, Inc. 
(the "Fund") held of record by the undersigned on April 24, 1995 at the annual
meeting of stockholders of the Fund to be held on June 16, 1995 or any
adjournment thereof.

  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED 
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

                             (Continued and to be signed on the reverse side)


- --------------------------------------------------------------------------------


PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF    FOR all nominees listed      WITHHOLD AUTHORITY
   DIRECTORS      below (except as marked      to vote for all nominees
                  to the contrary below) / /   listed below / /

   (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, 
   STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
   Charles C. Reilly, Kevin A. Ryan, Cynthia A. Montgomery and Arthur Zeikel

2. Proposal to ratify the selection of Ernst & Young LLP as the independent
   auditors of the Fund to serve for the current fiscal year.

   FOR / /      AGAINST / /        ABSTAIN / /

3. In the discretion of such proxies, upon such other business as may properly
   come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.

                                 Dated:_______________________________, 1995



                                 X__________________________________________
                                                   Signature

                                 X__________________________________________
                                        Signature, if held jointly


SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

                                                           AUCTION MARKET
                                                           PREFERRED STOCK

                       TAURUS MUNINEWYORK HOLDINGS, INC.
                                 P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011
                                   P R O X Y
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

  The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse 
hereof, all the shares of Auction Market Preferred Stock of Taurus 
MuniNewYork Holdings, Inc. (the "Fund") held of record by the undersigned 
on April 24, 1995 at the annual meeting of stockholders of the Fund to be held 
on June 16, 1995 or any adjournment thereof.

  THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED 
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.

                             (Continued and to be signed on the reverse side)


- --------------------------------------------------------------------------------


PLEASE MARK BOXES / / OR /X/ IN BLUE OR BLACK INK.

1. ELECTION OF    FOR all nominees listed      WITHHOLD AUTHORITY
   DIRECTORS      below (except as marked      to vote for all nominees
                  to the contrary below) / /   listed below / /

   (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, 
   STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
   Ronald W. Forbes, Charles C. Reilly, Kevin A. Ryan, Richard R. West, 
   Cynthia A. Montgomery and Arthur Zeikel


2. Proposal to ratify the selection of Ernst & Young LLP as the independent
   auditors of the Fund to serve for the current fiscal year.

   FOR / /      AGAINST / /        ABSTAIN / /

3. In the discretion of such proxies, upon such other business as may properly
   come before the meeting or any adjournment thereof.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.

                                 Dated:_______________________________, 1995


                                 X__________________________________________
                                                   Signature

                                 X__________________________________________
                                        Signature, if held jointly


SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission