As filed with the Securities and Exchange Commission on October 31, 1997
Securities Act File No. 333-33759
Investment Company Act File No. 811-6661
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. Post-Effective Amendment No. 1
(Check appropriate boxes)
____________________
MUNIYIELD NEW YORK INSURED FUND II, INC.
(Exact Name of Registrant as Specified in Charter)
____________________
(609) 282-2800
(Area Code and Telephone Number)
____________________
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices:
Number, Street, City, State, Zip Code)
____________________
Arthur Zeikel
MuniYield New York Insured Fund II, Inc.
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
____________________
Copies to:
Frank P. Bruno, Esq. Philip L. Kirstein, Esq.
Brown & Wood LLP Merrill Lynch Asset Management
One World Trade Center 800 Scudders Mill Road
New York, New York 10048-0557 Plainsboro, NJ 08543-9011
____________________
This Amendment consists of the following:
(1) Facing Sheet of the Registration Statement
(2) Part C to the Registration Statement (including signature page).
Parts A and B incorporated by reference from Pre-Effective Amendment No. 1
to this Registration Statement (File No. 333-33759) filed on September 12,
1997.
This Amendment is being filed solely to file as Exhibit No. 12 to
this Registration Statement the private letter ruling received from the
Internal Revenue Service.
PART C
OTHER INFORMATION
Item 15. Indemnification.
________________
Section 2-418 of the General Corporation Law of the State of
Maryland, Article VI of the Registrant's Articles of Incorporation,
Article VI of the Registrant's By-Laws and the Registrant's Investment
Advisory Agreement with Fund Asset Management, Inc., now known as Fund
Asset Management, L.P. (the "Investment Adviser") provide for
indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be provided
to directors, officers and controlling persons of each Fund, pursuant to
the foregoing provisions or otherwise, each Fund has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a Fund
of expenses incurred or paid by a director, officer or controlling person
of the Registrant in connection with any successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, will submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Reference is made to (i) Section Six of the Purchase Agreement
relating to the Registrant's Common Stock, a form of which previously was
filed as an exhibit to the Common Stock Registration Statement (as defined
below), and (ii) Section Seven of the Purchase Agreement relating to the
Registrant's AMPS, a form of which previously was filed as an exhibit to
the AMPS Registration Statement (as defined below), for provisions
relating to the indemnification of the underwriter.
Item 16. Exhibits.
(1)(a) Articles of Incorporation of the Registrant(a)
(b) Form of Articles Supplementary creating the Series A AMPS
of the Registrant(b)
(c) Form of Articles Supplementary creating the Series B and
Series C AMPS of the Registrant(c)
(d) Form of Articles Supplementary creating the Series D AMPS
of the Registrant(d)
(2) By-Laws of the Registrant(a)
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization between the
Registrant and Taurus MuniNew York Holdings, Inc.(e)
(5)(a) Form of specimen certificate for Common Stock(f)
(b) Form of Certificate for AMPS(g)
(c) Portions of the Articles of Incorporation and the By-Laws
of the Registrant defining the rights of holders of shares
of the Registrant(h)
(6) Investment Advisory Agreement between the Registrant and the
Investment Adviser(f)
(7)(a) Purchase Agreement between the Registrant, the Investment
Adviser and Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") relating to the
Registrant's Common Stock(f)
(b) Form of Purchase Agreement between the Registrant, the
Investment Adviser and Merrill Lynch relating to the
Registrant's AMPS(g)
(c) Form of Merrill Lynch Standard Dealer Agreement(a)
(8) Not applicable
(9) Custody Agreement between the Registrant and State Street Bank
and Trust Company(f)
(10) Not applicable
(11) Opinion and Consent of Brown & Wood LLP, counsel for the
Registrant(i)
(12) Private Letter Ruling from the Internal Revenue Service
(13)(a) Transfer Agency and Service Agreement between the
Registrant and State Street Bank and Trust Company(f)
(b) Form of Auction Agent Agreement(g)
(c) Form of Broker-Dealer Agreement(g)
(d) Form of Letter of Representations(g)
(14)(a) Consent of Deloitte & Touche LLP, independent auditors for
the Registrant(i)
(b) Consent of Ernst & Young LLP, independent auditors for
Taurus MuniNew York Holdings, Inc.(i)
(15) Not applicable
(16) Power of Attorney(j)
(17) Letter from Deloitte & Touche LLP pursuant to Item 304(a)(3) of
Regulation S-K (i)
_________________
(a) Incorporated by reference to the Registrant's registration statement
on Form N-2 relating to the Registrant's Common Stock (File Nos. 33-
47744 and 811-6661), filed with the Securities and Exchange
Commission (the "Commission") on May 8, 1992 (the "Common Stock
Registration Statement").
(b) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-2 relating to the
Registrant's Auction Market Preferred Shares (File Nos. 33-50304 and
811-6661), filed with the Commission on August 28, 1992 (the "AMPS
Registration Statement").
c) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-14 (File Nos. 333-7817
and 811-6661), filed with the Commission on August 21, 1996.
(d) Previously filed on August 15, 1997 as an exhibit to the Registrant's
Registration Statement on Form N-14 (File Nos. 333-33759 and 811-
6661) (the "Registration Statement on Form N-14").
(e) Included as Exhibit I to the Proxy Statement and Prospectus included
in Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-14.
(f) Incorporated by reference to Pre-Effective Amendment No. 2 to the
Common Stock Registration Statement ("Pre-Effective Amendment No.2"),
filed with the Commission on June 19, 1992.
(g) Incorporated by reference to the AMPS Registration Statement, filed
with the Commission on July 31, 1992.
(h) Reference is made to Article V, Article VI (section 6), Article VII,
Article VIII, Article X, Article XI, Article XII and Article XIII of
the Registrant's Articles of Incorporation, filed as Exhibit 1 to the
Common Stock Registration Statement; and to Article II, Article III
(sections 1, 3, 5 and 17), Article VI, Article VII, Article XII,
Article XIII and Article XIV of the Registrant's By-Laws, filed as
Exhibit 2 to the Common Stock Registration Statement.
(i) Previously filed on September 12, 1997 as an exhibit to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-14.
(j) Included on the signature page of the Registration Statement on Form
N-14.
Item 17. Undertakings.
_____________
(a) The Registrant undertakes to suspend offering of the shares of
Common Stock covered hereby until it amends its Prospectus contained
herein if (1) subsequent to the effective date of this Registration
Statement, its net asset value per share of Common Stock declines more
than 10 percent from its net asset value per share of Common Stock as of
the effective date of this Registration Statement, or (2) its net asset
value per share of Common Stock increases to an amount greater than its
net proceeds as stated in the Prospectus contained herein.
(b) The Registrant undertakes that: (1) For the purpose of
determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 497(h) under the
Securities Act shall be deemed to be a part of the registration statement
as of the time it was declared effective. (2) For the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed on behalf of the
Registrant, in the Township of Plainsboro and State of New Jersey, on the
30th day of October, 1997.
MuniYield New York Insured Fund II, Inc.
(Registrant)
By /s/ Gerald M. Richard
________________________________________
(Gerald M. Richard, Treasurer)
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
__________ _____ ____
ARTHUR ZEIKEL* President
- ---------------------
(Principal
(Arthur Zeikel) Executive
Officer)
and Director
/s/ Gerald M. Richard Treasurer (Principal October 30, 1997
_____________________
(Gerald M. Richard) Financial and
Accounting Officer)
JAMES H. BODURTHA* Director
- ----------------------
(James H. Bodurtha)
HERBERT J. LONDON* Director
- -----------------------
(Herbert J. London)
ROBERT R. MARTIN* Director
- -----------------------
(Robert R. Martin)
JOSEPH L. MAY* Director
- ------------------------
(Joseph L. May)
ANDRE F. PEROLD* Director
- ------------------------
(Andre F. Perold)
*By: /s/ Gerald M. Richard October 30, 1997
_____________________________
(Gerald M. Richard, Attorney-in-Fact)
<PAGE>
PLR-114876-97
Index Number: 0368.00-00
Mr. Donald Burke Marnie Rapaport
Vice President
MuniYield New York Insured Fund II, Inc. (202) 622-7550
800 Scudders Mill Road
Plainsboro, N.J. 08536 CC:DOM:CORP:5-PLR-114876-97
Mr. Donald Burke
Vice President
Taurus MuniNewYork Holdings, Inc.
800 Scudders Mill Road
Plainsboro, N.J. 08536
Acquiring = MuniYield New York Insured Fund II, Inc.
a Maryland corporation
EIN: 22-3170745
Target = Taurus MuniNewYork Holdings, Inc.
a Maryland corporation
EIN: 22-3006405
State X = Maryland
Manager = Fund Asset Management, L.P.
Dear Mr. Burke:
This is in reply to a letter dated July 29, 1997 requesting rulings
as to the federal income tax consequences of a proposed transaction.
Target, a State X corporation, is a non-diversified, closed-end
management investment company and is operated in a manner intended to
qualify it as a regulated investment company ("RIC"), within the meaning
of 851 of the Internal Revenue Code. Target has issued and outstanding
two classes of stock: one class of voting common stock and one series of
voting preferred stock.
Acquiring, a State X corporation, is a non-diversified, open-end
management investment company and is operated in a manner intended to
qualify it as a RIC. Acquiring has outstanding two classes of stock:
one class of voting common stock and three series of voting preferred
stock, designated as Series A, Series B, and Series C.
The Manager manages both Target and Acquiring.
For what is represented to be a valid business purpose, Target will
transfer all of its assets to Acquiring, solely in exchange for newly
issued Acquiring voting common stock, voting preferred stock, and the
assumption by Acquiring of Target's liabilities, and Target will
distribute all of the Acquiring stock to its shareholders and liquidate.
Target shareholders will receive, in liquidation, all of the Acquiring
common stock and preferred stock received by Target in the exchange. Each
Target common shareholder will receive a proportionate number of Acquiring
common shares equal to the aggregate net asset value of the Target common
stock owned by such shareholder on the exchange date. Each Target
preferred shareholder will, similarly, receive a number of Acquiring
preferred shares having a liquidation preference and value equal to the
liquidation preference and value of the Target preferred shares owned by
such shareholder on the exchange date.
No fractional share interests will be issued. Rather, all fractional
shares of Acquiring's common stock will be aggregated into whole shares by
Acquiring's agent for sale on the open market. The agent will then remit
the cash proceeds of sale to Target common shareholders otherwise entitled
to receive fractional share interests in Acquiring common stock in
accordance with their interests.
The following representations have been made in connection with the
proposed transaction:
(a) The fair market value of the Acquiring stock to be received by
each Target shareholder will be approximately equal to the fair
market value of the Target stock surrendered in the exchange
(calculated, for the Acquiring common stock, with reference to
net asset value rather than trading price and, for the Acquiring
preferred stock, according to liquidation preference).
(b) To the best of the knowledge of management of Target, there is
no plan or intention by the Target shareholders who own 5
percent or more of the Target stock, and to the best of the
knowledge of management of Target, there is no plan or intention
on the part of the remaining shareholders of Target to sell,
exchange, or otherwise dispose of a number of shares of Acquiring
stock received in the transaction that would reduce the Target
shareholders' ownership of Acquiring stock to a number
of shares having a value, as of the date of the
transaction, of less than 50 percent of the value of all
of the formerly outstanding stock of Target as of the
same date. For purposes of this representation, shares
of Target surrendered by dissenters, or exchanged for
cash in lieu of fractional shares of Acquiring stock
will be treated as outstanding on the date of the
transaction. Moreover, shares of Target stock and
shares of Acquiring stock held by Target shareholders
and otherwise sold, redeemed, or disposed of prior or
subsequent to the transaction will be considered in
making this representation.
(c) Acquiring will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair
market value of the gross assets held by Target immediately
prior to the transaction. For purposes of this representation,
amounts paid by Target to dissenters, amounts used by Target to
pay its reorganization expenses, amounts paid by Target to
shareholders who receive cash or other property, and all
redemptions and distributions (except for regular, normal
dividends) made by Target immediately preceding the transfer
will be included as assets of Target held immediately prior to
the transaction.
(d) Acquiring has no plan or intention to reacquire any of its stock
issued in the transaction other than in the ordinary course of
its business.
(e) Acquiring has no plan or intention to sell or otherwise dispose
of any of the assets of Target acquired in the transaction,
except for dispositions made in the ordinary course of business.
(f) Target will distribute the stock of Acquiring it receives in the
transaction, in pursuance of the plan of reorganization.
(g) The liabilities of Target assumed by Acquiring and the
liabilities to which the transferred assets are subject
were incurred by Target in the ordinary course of its business.
(h) Following the transaction, Acquiring will continue the historic
business of Target or use a significant portion of Target's
historic business assets in a business.
(i) Acquiring, Target, and the shareholders of Target will pay their
respective expenses, if any, incurred in connection with the
transaction.
(j) There is no intercorporate indebtedness existing between
Acquiring and Target that was issued, acquired, or will be
settled at a discount.
(k) Acquiring does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any stock of
Target.
(l) The fair market value of the assets of Target transferred to
Acquiring will equal or exceed the sum of the liabilities
assumed by Acquiring, plus the amount of liabilities, if any, to
which the transferred assets are subject.
(m) Target is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of 368(a)(3)(A).
(n) Acquiring qualifies as a RIC and has so qualified since its
formation. Acquiring has been subject to the provisions of
851-855 and will continue to be subject to those provisions
after the consummation of the proposed transaction.
(o) Target qualifies as a RIC and has so qualified since its
formation. Target has been subject to the provisions of
851-855 and will continue to be subject to those provisions
until the consummation of the proposed transaction.
(p) The payment of cash in lieu of fractional share interests of
Acquiring common stock is solely to avoid the expense and
inconvenience to Acquiring of issuing fractional share
interests, and does not represent separately bargained for -
consideration. The total cash consideration that will be paid
in the transaction to Target shareholders instead of issuing
fractional shares of Acquiring common stock will not exceed
1 percent of the total consideration that will be issued in the
transaction to Target shareholders in exchange for their
shares of Target stock. The fractional shares interests
of each Target shareholder will be aggregated, and no
Target shareholder will receive cash in an amount equal
to or greater than the value of one full share of
Acquiring stock.
Based solely on the information submitted and on the representations
set forth above, it is held as follows:
(1) The transfer by Target of substantially all of its assets to
Acquiring solely in exchange for Acquiring voting common and
preferred stock and the assumption of the liabilities of Target,
followed by the distribution by Target of the Acquiring voting
stock to its shareholders in complete liquidation, will
constitute a "reorganization" within the meaning of
368(a)(1)(C). For purposes of this ruling, "substantially all"
means at least 90 percent of the fair market value of the net
assets and at least 70 percent of the fair market value of the
gross assets of Target. Target and Acquiring will each be a
"party to a reorganization" within the meaning of Section 368(b).
(2) No gain or loss will be recognized by Target on the transfer of
substantially all of its assets to Acquiring solely in exchange
for Acquiring voting stock and the assumption of its
liabilities, or on the distribution of the Acquiring voting
stock received pursuant to the plan of reorganization to its
shareholders (Sections 361(a), 357(a), and 361(c)).
(3) No gain or loss will be recognized by Acquiring on the receipt
of Target's assets solely in exchange for shares of Acquiring
voting stock (Section 1032(a)).
(4) The basis of the assets of Target in the hands of Acquiring will
be the same as the basis of those assets in the hands of Target
immediately prior to the transaction (Section 362(b)).
(5) The holding period for the assets of Target in the hands of
Acquiring will include the period during which those assets were
held by Target (Section 1223(2)).
(6) No gain or loss will be recognized by the shareholders of Target
on the exchange of their stock in Target for shares of Acquiring
common stock and preferred stock (including the deemed receipt
of any fractional share interests of Acquiring common stock to
which they may be entitled) (Section 354(a)(1)).
(7) The basis of the Acquiring common stock and preferred stock
(including any fractional share interests of common stock deemed
received) to be received by shareholders of Target will be the
same as the basis of the Target common and preferred stock
surrendered in exchange therefor (Section 358(a)(1)).
(8) The holding period of the Acquiring stock to be received by
shareholders of Target will include the holding period of the
Target stock surrendered in exchange therefor, provided the
Target stock was held as a capital asset on the date of the
exchange (Section 1223(1)).
(9) Where cash is received by a Target shareholder in lieu of
fractional share interests of Acquiring common stock, such share
will be treated as having been disposed of by such shareholder
in a sale or exchange, and the gain (or loss) will be treated as
a capital gain (or loss), provided such stock was held as a
capital asset by the selling Target shareholder (Section 1001)).
(10) The taxable year of Target will end on the effective date of the
transaction (Section 1.381(b)-l(a) of the Income Tax Regulations),
and as provided in Section 381(a) and Section 1.381(a)-(1),
Acquiring will succeed to and take into account those
attributes of Target described in Section 381(c), subject to
the provisions and limitations specified in Sections 381, 382,
383, and 384, if applicable, and the regulations thereunder.
(11) Pursuant to Section 381(c)(2) and Section 1.381(c)(2)-1, Acquiring
will succeed to and take into account the earnings and profits, or
deficit in earnings and profits, of Target as of the date of
transfer. Any deficit in earnings and profits of either Target
or Acquiring will be used only to offset the earnings and
profits accumulated after the date of the transfer.
No opinion is expressed about the tax treatment of the proposed
transaction under other provisions of the Code and regulations or about
the tax treatment of any conditions existing at the time of, or effects
resulting from, the proposed transaction that are not specifically covered
by the above rulings.
This ruling letter is directed only to the taxpayers who requested
it. Section 6110(j)(3) provides that it may not be used or cited as
precedent.
It is important that a copy of this letter be attached to the federal
income tax returns of the taxpayers involved for the taxable year in which
the transaction covered by this ruling letter is consummated.
Pursuant to the power of attorney on file in this office, a copy of
this letter has been sent to the taxpayers' authorized representative.
Sincerely yours,
Assistant Chief Counsel (Corporate)
By: /s/ David P. Madden
_____________________________
David P. Madden
Chief, Branch 5
