As filed with the Securities and Exchange Commission on July , 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
MUNIYIELD INSURED FUND, INC.
(Name of Registrant as Specified in its Charter)
MuniYield Insured Fund, 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(j)(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>
MUNIYIELD INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
September 8, 1995
To The Stockholders of
MuniYield Insured Fund, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of MuniYield Insured Fund, Inc. (the "Fund") will be held at the
offices of Merrill Lynch Asset Management, 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 9:00 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
Deloitte & Touche 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 July 14, 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 August 25, 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: July 26, 1995
<PAGE>
PROXY STATEMENT
MUNIYIELD INSURED FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
1995 Annual Meeting of Stockholders
September 8, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniYield Insured Fund, 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, September 8, 1995 at 9:00 A.M. The
approximate mailing date of this Proxy Statement is July 28, 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.
The Board of Directors has fixed the close of business on July 14, 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 July 14, 1995, the Fund had
outstanding 45,187,339 shares of common stock, par value $.10 per share
("Common Stock"), and 12,800 shares of auction market preferred stock, par
value $.05 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 July 14, 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, voting
separately as a class, are entitled to elect the two Directors designated
below and holders of AMPS and Common Stock, 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.
1
<PAGE>
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.
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 by 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 AMPS and Common Stock, voting
separately by class, in favor of the four (4) persons designated as Directors
to be elected by holders of Common Stock.
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. As of July 14,
1995, no Director owned any AMPS.
Certain information concerning the nominees, including their designated
classes, is set forth as follows:
<TABLE>
<CAPTION>
Shares
Beneficially
Principal Occupations Owned at
Name and Address of During Past Five Years Director July 14,
Nominee Age and Public Directorships (1) Since 1995
- -------------------------- --- ------------------------------------------- ------ ----------------------
Common Stock AMPS
------------- -----
<S> <C> <C> <C> <C> <C>
To Be Elected by Holders of AMPS, Voting Separately by Class
Walter Mintz (1) (2) 66 Special Limited Partner of Cumberland 1992 0 0
1114 Avenue of the Partners (investment partnership) since
Americas 1982.
New York, New York 10036
Melvin R. Seiden (1) (2) 64 President of Silbanc Properties, Ltd. (real 1992 0 0
780 Third Avenue estate, investments and consulting) since
New York, New York 10017 1987; Chairman and President of Seiden & de
Cuevas, Inc. (private investment firm) from
1964 to 1987.
2
<PAGE>
To Be Elected by Holders of AMPS and Common Stock, Voting Together as a Single Class
Joe Grills (1) (2) 60 Member of the Committee of Investment of 1994 0 0
183 Soundview Lane Employee Benefit Assets of the Financial
New Canaan, Connecticut Executives Institute ("CIEBA") since 1986,
06840 member of CIEBA's Executive Committee since
1988 and its Chairman from 1991 to 1992;
Assistant Treasurer of International
Business Machines Incorporated ("IBM") and
Chief Investment Officer of IBM Retirement
Funds from 1986 until 1993; Member of the
Investment Advisory Committee of the State
of New York Common Retirement Fund;
Director, Duke Management Company.
Stephen B. Swensrud (1) (2) 62 Principal of Fernwood Associates (financial 1992 0 0
consultants).
24 Federal Street
Boston, Massachusetts
02110
Harry Woolf (1) (2) (3) 71 Professor and former Director of the 1992 0 0
The Institute for Advanced Institute for Advanced Study; Member of the
Study editorial boards of several publishers and
Olden Lane journals; Director, Alex. Brown Mutual
Princeton, New Jersey Funds, ATL, Inc. and Spacelabs Medical,
08540 Inc.
Arthur Zeikel (1)(4) 63 President and Chief Investment Officer of 1992 0 0
</TABLE>
P.O. Box 9011 Fund Asset Management, L.P. ("FAM") since
Princeton, New Jersey 1977; President of MLAM since 1977 and
08543-9011 Director and Chief Investment Officer since
1976; 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
("Merrill Lynch") since 1990; Senior Vice
President of Merrill Lynch from 1985 to
1990; Director of Merrill Lynch Funds
Distributor, Inc. ("MLFD").
3
<PAGE>
(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 "Merrill Lynch Investment Company Directorships"
below.
(2) Member of Audit Committee of the Board of Directors.
(3) Although if elected Harry Woolf's term will expire in 1996, under the
Fund's current retirement policy, it is expected that Mr. Woolf will retire
as a Director as of December 31, 1995.
(4) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of 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
four meetings and the Audit Committee held four meetings. Each of the
Directors then in office attended at least 75% of the total number of
meetings of the Board of Directors. Each member of the Audit Committee then
in office attended at least 75% of the 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 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 a Form 3 disclosing that
Elizabeth Griffin was elected a Senior Vice President of FAM on April 1, 1993
was not filed on a timely basis. A Form 3 was filed on behalf of Ms. Griffin
on October 4, 1994.
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 as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the President and a Director of
FAM and MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation of 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 the investment adviser a fee of $5,500 per year plus $250
per regular 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 a fee of $3,000 per year plus $1,500 per
meeting attended, together with such Director's out-of-pocket expenses
relating to attendance at meetings. These fees and expenses aggregated
$58,972 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 ending 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.
4
<PAGE>
<TABLE>
<CAPTION>
Pension or Total
Retirement Compensation
Benefits from Fund and
Aggregate Accrued as Part FAM/MLAM Advised
Name of Compensation of Fund Funds Paid to
Director From Fund Expenses Directors
- --------------------- ---------- --------------- ----------------
<S> <C> <C> <C>
Joe Grills (1) $15,500 None $190,383
Walter Mintz (1) $15,500 None $157,325
Melvin R. Seiden (1) $15,500 None $157,325
Stephen B. Swensrud
(1) $15,500 None $165,325
Harry Woolf (1) $15,500 None $157,325
</TABLE>
(1) In addition to the Fund, the Directors serve on the boards of other
FAM/MLAM Advised Funds as follows: Mr. Grills (37 funds); Mr. Mintz (37
funds); Mr. Seiden (37 funds); Mr. Swensrud (47 funds); and Mr. Woolf (37
funds).
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 63 1992
President and Chief Investment Officer of FAM since
1977; President of MLAM since 1977 and Chief
Investment Officer since 1976; Director of Princeton
Services since 1993; Executive Vice President of ML &
Co. since 1990; Executive Vice President of Merrill
Lynch since 1990; Senior Vice President from 1985 to
1990; Director of MLFD since 1991.
Terry K. Glenn Executive Vice President 54 1992
Executive Vice President of FAM and MLAM since 1983;
Executive Vice President and Director of Princeton
Services since 1993; President of MLFD since 1986 and
Director since 1991; President of Princeton
Administrators, L.P. since 1988.
Vincent R. Giordano Vice President 50 1992
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 44 1992
Vice President of FAM and MLAM since 1984; employed by
MLAM since 1978.
Donald C. Burke Vice President 35 1993
Vice President and Director of Taxation of MLAM since
1990; Tax Manager at Deloitte & Touche from 1982 to
1990.
5
<PAGE>
Gerald M. Richard Treasurer 46 1992
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Treasurer of MLFD since 1984 and Vice
President since 1981.
Mark B. Goldfus Secretary 48 1992
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At July 14, 1995, the Directors and officers of the Fund as
a group (12 persons) owned an aggregate of less than 1/4 of 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a
Director of the Fund, and the officers of the Fund owned an aggregate of less
than 1/4 of 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 Deloitte
& Touche LLP ("D&T"), Independent Auditors, to examine the financial
statements of the Fund for the current fiscal year. The Fund knows of no
direct or indirect financial interest of D&T 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.
D&T also acts as independent auditors for ML & Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM
acts as investment adviser. The fees received by D&T from these other
entities are substantially greater, in the aggregate, than the total fees
received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML & Co.
and the other entities described above in its evaluation of the independence
of D&T with respect to the Fund.
Representatives of D&T 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.
The Directors are to be elected by class vote, two Directors being elected
by the holders of AMPS and the remaining Directors by the holders of AMPS and
Common Stock, voting together as a single class. The affirmative vote of the
holders of a majority of the AMPS, present in person or by proxy, at a
meeting at which a quorum is duly constituted, voting separately as a class,
is required for the election of the two (2) persons designated as Directors
to be elected by the holders of AMPS. The affirmative vote of the holders of
a majority of the AMPS and the Common Stock, present in person or by proxy,
at a meeting at which a quorum is duly constituted, voting
6
<PAGE>
together as a single class, is required for the election of the remaining
Directors (Item 1). The proposal to ratify the selection of the Fund's
independent auditors (Item 2) may be approved by the affirmative vote of the
holders of a majority of the Common Stock and the AMPS, present in person or
by proxy, at a meeting at which a quorum is duly constituted, voting together
as a single class.
Broker-dealer firms, including Merrill Lynch, 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 stockholders 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 the purposes of a quorum. Merrill Lynch 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 have no 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 MuniYield Insured Fund, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary or to
1-800-456-4587 ext. 123.
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 September 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 March 28, 1996.
By Order of the Board of Directors
Mark B. Goldfus
Secretary
Dated: July 26, 1995
