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As filed with the Securities and Exchange Commission on November 12, 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
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 YORK INSURED FUND, INC.
MUNIHOLDINGS NEW YORK FUND, INC.
MUNIHOLDINGS NEW YORK INSURED FUND II, INC.
MUNIHOLDINGS NEW YORK 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:
- --------------------------------------------------------------------------------
(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 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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<PAGE>
MUNIYIELD NEW YORK INSURED FUND, INC.
MUNIYIELD NEW YORK INSURED FUND II, INC.
Dear Stockholder:
You are being asked to consider a transaction involving your Fund and the
other Fund listed above. The transaction is a reorganization of similar funds
in which one Fund will acquire the other Fund. The following chart outlines the
reorganization structure.
<TABLE>
<CAPTION>
=====================================================================================================
Surviving Fund Fund to be Acquired
=====================================================================================================
<S> <C>
MuniYield New York Insured Fund, Inc. MuniYield New York Insured Fund II, Inc.
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</TABLE>
On December 15, 1999, each Fund will hold a special 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.
You are being asked to approve the Agreement and Plan of Reorganization
between the Funds pursuant to which MuniYield New York Insured Fund, Inc. will
acquire the assets and assume the liabilities of MuniYield New York Insured Fund
II, Inc. in exchange for newly issued shares of Common Stock and Auction Market
Preferred Stock of MuniYield New York Insured Fund, Inc. MuniYield New York
Insured Fund II, Inc. will distribute these shares to its stockholders so that
holders of Common Stock will receive Common Stock of MuniYield New York Insured
Fund, Inc. and holders of Auction Market Preferred Stock will receive Auction
Market Preferred Stock of MuniYield New York 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.
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 http://www.proxyvote.com and entering the 12 digit
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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,
Alice A. Pellegrino
Secretary of MuniYield New York Insured
Fund, Inc. and MuniYield New York Insured
Fund II, Inc.
Enclosures
<PAGE>
MUNIYIELD NEW YORK INSURED FUND, INC.
MUNIYIELD NEW YORK INSURED FUND II, 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. All 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:
o a lower aggregate operating expense ratio (the ratio of operating
expenses to total fund assets) than any individual Fund prior to the
Reorganization;
o a Fund with greater efficiency and flexibility in its portfolio
management; and
o 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 MuniYield New York
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 of Common Stock that you currently own.
<PAGE>
No, if you currently own shares of Common Stock in MuniYield New York
Insured Fund II, Inc. You will receive shares of Common Stock of MuniYield
New York Insured Fund, Inc. with the same aggregate net asset value as the
shares of Common Stock of MuniYield New York Insured Fund II, Inc. 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 MuniYield New York Insured Fund II, Inc. If the net asset
value of the Common Stock of MuniYield New York Insured Fund II, Inc. on
the Valuation Date is $6 per share, and the net asset value of MuniYield
New York Insured Fund, Inc.'s Common Stock is $12 per share, you will
receive 5 shares of MuniYield New York Insured Fund, Inc. Common Stock in
the Reorganization. The aggregate net asset value of your investment will
not change. (10 MuniYield New York Insured Fund II, Inc. shares x $6 =
$60; 5 MuniYield New York Insured Fund, Inc. shares x $12 = $60).
Q. I currently hold Auction Market Preferred Stock of MuniYield New York
Insured Fund II, Inc. After the Reorganization, what will I hold?
<TABLE>
<CAPTION>
A. If Prior to the Reorganization After the Reorganization
you held: you will hold:
----------------------------------------- ---------------------------------------
<S> <C>
MuniYield New York Insured Fund, Inc.: MuniYield New York Insured Fund, Inc.:
Series A AMPS Series A AMPS
Series B AMPS Series B AMPS
MuniYield New York Insured Fund II, Inc.:
Series A AMPS Series C AMPS
Series B AMPS Series D AMPS
Series C AMPS Series E AMPS
Series D AMPS Series E AMPS
</TABLE>
You will receive shares of MuniYield New York Insured Fund, Inc. AMPS with
the same aggregate liquidation preference as the shares of AMPS of
MuniYield New York Insured Fund II, Inc. you currently hold. Since all of
the AMPS have a $25,000 liquidation preference the holders of AMPS of
MuniYield New York Insured Fund, Inc. will receive one share of AMPS of
MuniYield New York 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 first 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.
2
<PAGE>
Q. Should I send in my stock certificates now?
A. No. After the Reorganization is approved by each Fund's stockholders and
is completed, we will send holders of Common Stock of MuniYield New York
Insured Fund II, Inc. 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 MuniYield New York Insured
Fund, Inc. will keep their stock certificates
Q. What are the tax consequences for me and other 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 MuniYield New York 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 the combined fund.
Walter O'Connor currently serves as the portfolio manager of MuniYield New
York Insured Fund, Inc., and he will be the portfolio manager of MuniYield
New York 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 MuniYield New York 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:
Fund Time
---- ----
MuniYield New York Insured Fund, Inc. 3:45 p.m.
MuniYield New York Insured Fund II, Inc. 4:00 p.m.
3
<PAGE>
Q. Why is my vote important?
A. For a quorum to be present at the Stockholders' Meeting, a majority of the
outstanding shares of each class of the Fund's shares must be represented
either in person or by 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
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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,
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. Your Board of Directors
encourages you to vote FOR the Reorganization.
4
