<PAGE>
INCOME OPPORTUNITIES FUND 1999, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1994
------------------------
TO THE STOCKHOLDERS OF INCOME OPPORTUNITIES FUND 1999, INC.:
Notice is hereby given that the 1994 Annual Meeting of Stockholders (the
"Meeting") of Income Opportunities Fund 1999, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Monday, October 14, 1994 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 Ernst
& Young 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 August 11, 1994 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 September 1, 1994, 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
MICHAEL J. HENNEWINKEL
SECRETARY
Plainsboro, New Jersey
Dated: August 23, 1994
<PAGE>
PROXY STATEMENT
------------------
INCOME OPPORTUNITIES FUND 1999, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1994 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1994
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Income Opportunities Fund 1999,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1994 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 Monday, October 14, 1994 at 9:00 A.M. The approximate
mailing date of this Proxy Statement is August 29, 1994.
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 August 11, 1994,
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 August 11, 1994, the Fund had outstanding
55,510,527 shares of common stock, par value $.10 per share ("Common Stock"). To
the knowledge of the Fund, as of August 11, 1994, no person is the beneficial
owner of more than five percent of the outstanding shares of Common Stock.
Approval of Items 1 and 2 will require the affirmative vote of the holders
of a majority of the Common Stock. 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>
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) in favor of the six (6)
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.
Certain information concerning the nominees is set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE AUGUST 11, 1994
- -------------------------------------- --- ----------------------------------------- ----------- -------------------
<S> <C> <C> <C> <C>
Joe Grills*(1)(2) .................... 59 Member of the Committee of Investment of 1994 -0-
183 Soundview Lane Employee Benefit Assets of the
New Canaan, Connecticut 06840 Financial Executives Institute
("CIEBA") since 1986, 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
and Winthrop Financial Associates (real
estate management).
Walter Mintz(1)(2) ................... 65 Special Limited Partner of Cumberland 1992 -0-
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.
Melvin R. Seiden(1)(2) ............... 63 President of Silbanc Properties, Ltd. 1992 -0-
780 Third Avenue (real estate, investment and con-
Suite 2502 sulting) since 1987; Chairman and
New York, New York 10017 President of Seiden & de Cuevas, Inc.
(private investment firm) from 1964 to
1987.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE AUGUST 11, 1994
- -------------------------------------- --- ----------------------------------------- ----------- -------------------
<S> <C> <C> <C> <C>
Stephen B. Swensrud(1)(2) ............ 61 Principal of Fernwood Associates 1992 -0-
24 Federal Street (financial consultants); Director,
Boston, Massachusetts 02110 Hitchiner Manufacturing
Company.
Harry Woolf(1)(2) .................... 70 Member of the editorial board of 1992 -0-
The Institute for INTERDISCIPLINARY SCIENCE REVIEWS;
Advanced Study Director, Alex. Brown Mutual Funds;
Olden Lane Advanced Technology Laboratories,
Princeton, New Jersey 08540 Family Health International and
Spacelabs Medical (medical equipment
manufacturing and marketing).
Arthur Zeikel(1)(3) .................. 62 President and Chief Investment Officer of 1992 -0-
P.O. Box 9011 Fund Asset Management, L.P. ("FAM") or
Princeton, New Jersey its predecessor since 1977; President
08543-9011 of MLAM or its predecessor since 1977
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").
<FN>
- ------------------------
(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) Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
* Joe Grills was unanimously elected by the Fund's Board of Directors to
serve as a Director at a regularly scheduled meeting of the Board held on
January 19, 1994.
</TABLE>
3
<PAGE>
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 December 31, 1993, the Board of Directors and
the Audit Committee each held four meetings. Each of the Directors attended at
least 75% of the total number of meetings of the Board of Directors. All members
of the Audit Committee attended 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
the 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 Donald Burke inadvertently neglected to file a Form 3 to
report his election as Vice President of the Fund and Harry Woolf inadvertently
neglected to file a Form 3 to disclose his position as a Director of the Fund.
This information was, however, included a Form 5 which was filed by each Mr.
Burke and Mr. Woolf in a timely manner.
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 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. Until calendar year 1994, the Fund
paid each Director not affiliated with the investment adviser a fee of $5,000
per year plus $500 per regular meeting attended and an additional annual fee of
$1,000 plus a fee of $250 for each Audit Committee meeting attended, together
with such Director's actual out-of-pocket expenses relating to attendance at
meetings. These fees and expenses aggregated $36,023 for the fiscal year ended
December 31, 1993. For the calendar year 1994, the Fund is paying each Director
not affiliated with the investment adviser an annual fee of $5,000, plus a fee
of $250 for each Board meeting attended, and an additional annual fee of $1,000
plus a fee of $500 for each Audit Committee meeting attended.
4
<PAGE>
MERRILL LYNCH INVESTMENT COMPANY DIRECTORSHIPS. MLAM and its affiliate,
FAM, act as the investment adviser for more than 100 registered investment
companies. Mr. Zeikel is a trustee or director of each of these companies except
for Merrill Lynch Series Fund, Inc., Merrill Lynch Funds for Institutions Series
and Merrill Lynch Institutional Intermediate Fund. Messrs. Grills, Mintz,
Seiden, Swensrud and Woolf are trustees or directors of Apex Municipal Fund,
Inc., Corporate High Yield Fund, Inc., Corporate High Yield Fund II, Inc.,
Merrill Lynch Federal Securities Trust, Merrill Lynch Phoenix Fund, Inc.,
Merrill Lynch Retirement Series Trust, Merrill Lynch Variable Series Funds,
Inc., Financial Institutions Series Trust, Merrill Lynch Adjustable Rate
Securities Fund, Inc., MuniAssets Fund, Inc., MuniBond Income Fund, Inc.,
MuniInsured Fund, Inc., MuniYield Insured Fund, Inc., Income Opportunities Fund
2000, Inc. and Merrill Lynch Fundamental Growth Fund, Inc. Mr. Swensrud is also
a director of Merrill Lynch Series Fund, Inc.
OFFICERS OF THE FUND. The Board of Directors has elected eight 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 1992
President and Chief Investment Officer of FAM or its
predecessor since 1977; President of MLAM or its
predecessor since 1977 and Chief Investment Officer
since 1976; President and 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 53 1992
Executive Vice President of FAM and MLAM or their
predecessors since 1983; Executive Vice President of
Princeton Services since 1993; President of MLFD since
1986 and Director since 1991; President of Princeton
Administrators, L.P. since 1988.
N. John Hewitt............................................. Senior Vice President 59 1993
Senior Vice President of FAM and MLAM or their
predecessors since 1981.
Jeffrey B. Hewson.......................................... Vice President 43 1992
Vice President of MLAM since 1989; Portfolio Manager of
MLAM since 1985; Senior Consultant, Price Waterhouse
1981 to 1985.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------------------------------------- ---------------------------- --------- ---------
<S> <C> <C> <C>
Gregory M. Maunz........................................... Vice President 41 1992
Vice President of MLAM since 1985 and Portfolio Manager
since 1984.
Donald C. Burke............................................ Vice President 34 1993
Vice President and Director of Taxation of MLAM or its
predecessor since 1990; Employee of Deloitte & Touche
from 1982 to 1990.
Gerald M. Richard.......................................... Treasurer 45 1992
Senior Vice President and Treasurer of FAM and MLAM or
their predecessors since 1984; Senior Vice President
and Treasurer of Princeton Services since 1993;
Treasurer of MLFD since 1984 and Vice President since
1981.
Michael J. Hennewinkel..................................... Secretary 42 1992
Vice President of MLAM or its predecessor since 1985 and
attorney associated with FAM and MLAM or their
predecessors since 1982.
</TABLE>
STOCK OWNERSHIP. At August 11, 1994, the Directors and officers of the Fund
as a group (13 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% of
the outstanding shares of common stock of ML&Co.
All of the Directors of the Fund timely filed the reports required under the
Securities Exchange Act of 1934, as amended, relating to transactions in the
Fund's shares.
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 ("E&Y") to examine the financial statements of the Fund for the current
fiscal year. The Fund knows of no direct or indirect financial interest of E&Y
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 several other investment companies
for which FAM acts as investment adviser. The fees received by E&Y 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 E&Y has been retained as the independent auditors for the other
entities described above 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.
THE INVESTMENT ADVISORY AGREEMENT
FAM acts as the investment adviser for the Fund and provides the Fund with
management services pursuant to an investment advisory agreement dated August
18, 1992 (the "Investment Advisory Agreement"). On July 13, 1994, the Board of
Directors of the Fund approved the Investment Advisory Agreement for a period
ending July 31, 1995. On that date, Arthur Zeikel, a Director of the Fund, owned
securities of ML&Co.
INFORMATION CONCERNING FAM
Effective January 1, 1994, FAM was reorganized as a Delaware limited
partnership. FAM (the general partner of which is Princeton Services, a
wholly-owned subsidiary of ML&Co.) is owned and controlled by ML&Co. and is
located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. ML&Co. is
located at 250 Vesey Street, New York, New York 10281. The reorganization did
not result in a change of management of FAM, in any of its personnel, or in an
adverse change in its financial condition. Prior to the reorganization, FAM,
which was known as Fund Asset Management, Inc. ("FAMI"), was a Delaware
corporation which had been incorporated in 1976. Prior to reorganization, FAMI
was a wholly-owned subsidiary of MLAM, a Delaware corporation, which was also
reorganized as a Delaware limited partnership effective January 1, 1994. MLAM
was a wholly-owned subsidiary of ML&Co. prior to its reorganization, and
continues to be owned and controlled by ML&Co. after its reorganization. MLAM is
also located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. MLAM or
FAM acts as the investment adviser to more than 100 other registered investment
companies. In addition, MLAM offers portfolio management and portfolio analysis
services to individuals and institutions. FAMI's audited balance sheet for its
most recent fiscal year is appended to this Proxy Statement as Exhibit A.
Securities held by the Fund also may be held by or be appropriate
investments for other investment companies or clients (collectively referred to
as "clients") for which MLAM or FAM acts as an adviser. Because of different
investment objectives or other factors, a particular security may be bought for
one or more clients when one or more clients are selling the security. If
purchases or sales of securities for the Fund or other investment companies or
clients arise for consideration at or about the same time, transactions in such
securities will be made, insofar as feasible, for the respective investment
companies and clients in a manner deemed equitable to all by MLAM or FAM. To the
extent that transactions on behalf of more than one client of FAM or MLAM during
the same period may increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price.
7
<PAGE>
The following table sets forth the name, title and principal occupation of
the principal executive officer of FAM and the directors of Princeton Services,
the general partner of FAM.
<TABLE>
<CAPTION>
NAME TITLE PRINCIPAL OCCUPATION
- ------------------------ ----------------------------------- -----------------------------------
<S> <C> <C>
Authur Zeikel*.......... President and Chief Investment President and Chief Investment
Officer of FAM and Director of Officer of MLAM and FAM; and
Princeton Services Executive Vice President of
ML&Co.
Terry K. Glenn.......... Executive Vice President of FAM and Executive Vice President of MLAM
Director of Princeton Services and FAM; Executive Vice President
of Princeton Services
Philip L. Kirstein...... Senior Vice President and General Senior Vice President and General
Counsel of FAM and Director of Counsel of MLAM and FAM
Princeton Services
<FN>
- ------------------------
* Mr. Zeikel is presently a Director of the Fund. The address of Messrs.
Zeikel, Glenn and Kirstein is Box 9011, Princeton, New Jersey 08543-9011,
which is also the address of MLAM and FAM.
</TABLE>
TERMS OF INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement provides that, subject to the direction of
the Board of Directors of the Fund, FAM is responsible for the actual management
of the Fund's portfolio and for the review of the Fund's holdings in light of
its own research analysis and analyses from relevant sources. The responsibility
for making decisions to buy, sell or hold a particular security rests with FAM,
subject to review by the Board of Directors. FAM provides the portfolio managers
for the Fund, who consider analyses from various sources (including brokerage
firms with which the Fund does business), make the necessary investment
decisions and place transactions accordingly. FAM also is obligated to perform
certain administrative and management services for the Fund and is obligated to
provide all the office space, facilities, equipment and personnel necessary to
perform its duties under the Investment Advisory Agreement.
INVESTMENT ADVISORY FEE. The Investment Advisory Agreement provides that as
compensation for its services to the Fund, FAM receives from the Fund at the end
of each month a fee at an annual rate of 0.75% of the Fund's average weekly net
assets from August 18, 1992 (the effective date of the Investment Advisory
Agreement) through September 1, 1994, 0.55% of the Fund's average weekly net
assets from September 1, 1994 to September 1, 1997 and 0.40% of the Fund's
average weekly net assets from September 1, 1997 through the termination of the
Fund. For purposes of this calculation, average weekly net assets are determined
at the end of each month on the basis of the average net assets of the Fund for
each week during the month. The assets for each weekly period are determined by
averaging the net assets at the last business day of a week with the net assets
at the last business day of the prior week. For the fiscal year ended December
31, 1993, the investment advisory fee payable by the Fund to FAM aggregated
$3,963,389 (based on average net assets of approximately $525.6 million). At
July 31, 1994, the Fund had net assets of
8
<PAGE>
$485.8 million. At this asset level the Fund's annual investment advisory fee
would aggregate approximately $2.7 million. Effective January 18, 1994, FAM
voluntarily agreed to reduce its investment advisory fee through December 31,
1995, from 0.75% of the average weekly net assets of the Fund to 0.55% of such
net assets.
PAYMENT OF EXPENSES. The Investment Advisory Agreement obligates FAM to
provide investment advisory services and to pay all compensation of and furnish
office space for officers and employees of the Fund connected with the
investment and economic research, trading and investment management of the Fund,
as well as the fees of all Directors of the Fund who are affiliated persons of
FAM or any of its affiliates. The Fund pays all other expenses incurred in the
operation of the Fund, including, among other things, expenses for legal and
auditing services, taxes, costs of printing proxies, listing fees, stock
certificates and shareholder reports, charges of the custodian and transfer
agent, dividend disbursing agent and registrar fees and expenses with respect to
the issuance of preferred stock, Securities and Exchange Commission fees, fees
and expenses of unaffiliated Directors, accounting and pricing costs, insurance,
interest, brokerage costs, litigation and other extraordinary or non-recurring
expenses, mailing and other expenses properly payable by the Fund. Accounting
services are provided to the Fund by FAM, and the Fund reimburses FAM for its
costs in connection with such services. For the fiscal year ended December 31,
1993, the Fund reimbursed $89,356 to FAM for such accounting services.
DURATION AND TERMINATION. The Investment Advisory Agreement will continue
in effect from year to year if approved annually (a) by the Board of Directors
of the Fund or by a majority of the outstanding shares of capital stock of the
Fund and (b) by a majority of the Directors who are not parties to such
agreement or interested persons (as defined in the Investment Company Act) of
any such party. Such agreement is not assignable and may be terminated without
penalty on 60 days' written notice at the option of either party thereto or by
the vote of the stockholders of the Fund.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors of the Fund, FAM
is primarily responsible for the execution of the Fund's portfolio transactions.
In executing such transactions, FAM seeks to obtain the best results for the
Fund, taking into account such factors as price (including the applicable
brokerage commission or dealer spread), size of order, difficulty of execution
and operational facilities of the firm involved and the firm's risk in
positioning a block of securities. While FAM generally seeks reasonably
competitive commission rates, the Fund does not necessarily pay the lowest
commission or spread available.
The Fund has no obligation to deal with any broker or dealer in the
execution of transactions in portfolio securities. Subject to obtaining the best
price and execution, brokers who provided supplemental investment research to
FAM, including Merrill Lynch, may receive orders for transactions by the Fund.
Information so received will be in addition to and not in lieu of the services
required to be performed by FAM under the Investment Advisory Agreement and the
expenses of FAM will not necessarily be reduced as a result of the receipt of
such supplemental information. It is possible that certain of the supplemental
investment research so received will benefit primarily one or more other
investment companies or other
9
<PAGE>
accounts for which investment discretion is exercised. Conversely, the Fund may
be the primary beneficiary of the research or services received as a result of
portfolio transactions effected for such other accounts or investment companies.
The securities in which the Fund primarily will invest are traded in the
over-the-counter markets, and the Fund intends to deal directly with dealers who
make markets in the securities involved, except in those circumstances where
better prices and execution are available elsewhere. Under the Investment
Company Act, except as permitted by exemptive order, persons affiliated with the
Fund are prohibited from dealing with the Fund as principal in the purchase and
sale of securities. Since transactions in the over-the-counter market usually
involve transactions with dealers acting as principal for their own account, the
Fund will not deal with affiliated persons, including Merrill Lynch and its
affiliates, in connection with such transactions. However, an affiliated person
of the Fund may serve as its broker in over-the-counter transactions conducted
on an agency basis. For the fiscal year ended December 31, 1993, the Fund paid
no brokerage commissions.
The Board of Directors has considered the possibility of recapturing for the
benefit of the Fund brokerage commissions, dealer spreads and other expenses of
possible portfolio transactions, such as underwriting commissions, by conducting
portfolio transactions through affiliated entities, including Merrill Lynch. For
example, brokerage commissions received by Merrill Lynch could be offset against
the investment advisory fee paid by the Fund to FAM. After considering all
factors deemed relevant, the Directors made a determination not to seek such
recapture. The Directors will reconsider this matter from time to time.
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 also may 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 the Fund 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.
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
shareholders exists. The Fund
10
<PAGE>
also will count towards a quorum shares as to which proxies are returned by
record shareholders but which are marked "abstain" on any Item. 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. A
failure by a broker-dealer who returns a proxy to vote for his or her clients on
an Item or an abstention will have no effect with respect to the vote on Item 1
or Item 2.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1995 Annual Meeting of
Stockholders of the Fund, which is anticipated to be held in October 1995, 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 April 25, 1995.
By Order of the Board of Directors
MICHAEL J. HENNEWINKEL
SECRETARY
Dated: August 23, 1994
11
<PAGE>
EXHIBIT A
INDEPENDENT AUDITORS' REPORT
FUND ASSET MANAGEMENT, INC.:
We have audited the accompanying consolidated balance sheet of Fund Asset
Management, Inc. and subsidiary (the "Company") as of December 31, 1993. This
balance sheet is the responsibility of the Company's management. Our
responsibility is to express an opinion on the balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, such consolidated balance sheet presents fairly, in all material
respects, the financial position of the Company at December 31, 1993 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
Parsippany, New Jersey
February 28, 1994
A-1
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
1993
---------------
<S> <C>
ASSETS
Cash............................................................................................. $ 996,680
Receivable from affiliated companies:
Lease transactions............................................................................. 24,501,523
Sale of leased investment...................................................................... 48,312,532
Fund management fees receivable.................................................................. 28,927,938
Investments in leases:
Leveraged leases............................................................................... 57,431,668
Sales-type lease............................................................................... 3,362,521
Investments in affiliated investment companies--(market: $19,731,088)............................ 18,181,262
Investment in affiliated limited partnership..................................................... 31,109,264
---------------
TOTAL ASSETS..................................................................................... $ 212,823,388
---------------
---------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Merrill Lynch & Co., Inc. and affiliates.............................................. $ 21,554,955
Deferred income taxes:
Arising from leveraged leases.................................................................. 52,938,886
Arising from sales-type lease.................................................................. 1,351,622
Other.......................................................................................... 15,838,124
Other............................................................................................ 8,501
---------------
Total liabilities................................................................................ 91,692,088
---------------
STOCKHOLDER'S EQUITY:
Common stock, par value $1.00 per share--authorized 25,000 shares; outstanding 1,000 shares...... 1,000
Additional paid-in capital....................................................................... 686,215,876
Retained earnings................................................................................ 119,029,472
Proceeds receivable from Merrill Lynch & Co., Inc. from sale of subsidiaries..................... (684,115,048)
---------------
Total stockholder's equity....................................................................... 121,131,300
---------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY....................................................... $ 212,823,388
---------------
---------------
</TABLE>
See notes to consolidated balance sheet.
A-2
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1993
ORGANIZATION
Fund Asset Management, Inc. and subsidiary (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Investment Management, Inc. (the "Parent"), or
"MLIM" which is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc.
("ML&Co."), serves as an investment adviser to various registered open-end
investment companies. The Company is also a lessor participant in certain
leveraged and sales-type lease agreements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES--The results of the operations of the Company are included in
the consolidated Federal and combined state and local income tax returns filed
by ML&Co. It is the policy of ML&Co. to allocate the tax associated with such
operating results to each respective subsidiary in a manner which approximates
the separate company method. In 1992, ML&Co. adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109") which
requires an asset and liability method in recording income taxes on all
transactions that have been recognized in the financial statements. SFAS 109
provides that deferred taxes be adjusted to reflect tax rates at which future
tax liabilities or assets are expected to be settled or realized.
TRANSACTIONS WITH AFFILIATES
The Company serves as an investment adviser for certain affiliated
investment companies. The Company maintains investments in certain of these
investment companies. Such investments are carried at the lower of cost or
market value. Market value is determined based upon quoted market prices.
The Company has an arrangement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), an affiliate which provides that the Company, which
receives revenue as investment adviser to certain investment companies (the
"Funds"), reimburse MLPF&S for certain costs incurred in processing transactions
involving shares of the Funds.
ML&Co. is the holder of the Company's excess cash, which is available on
demand to meet current liabilities. ML&Co. credits the Company for interest, at
a floating rate approximating ML&Co.'s average borrowing rate, based on the
Company's average daily balances due to/from ML&Co.
The "Receivable from affiliated companies" arising from lease transactions
is summarized as follows:
<TABLE>
<S> <C>
Monies advanced to fund lease transactions.................... $(103,476,954)
Tax benefits allocated to the Company by ML&Co................ 88,699,254
Other......................................................... 39,279,223
-------------
Total......................................................... $ 24,501,523
-------------
-------------
</TABLE>
A-3
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
TRANSACTIONS WITH AFFILIATES--(CONTINUED)
The Company has a 49 percent limited partnership interest in ML Plainsboro
Limited Partnership ("MLP") whose general partner is an affiliate. Profits and
losses are allocated to the Company based on its percentage interest.
During 1992, the Company sold its investment in Merrill Lynch Interfunding,
Inc. and Merlease Leasing Corp. to an affiliate at book value, resulting in a
receivable from ML&Co. This receivable is reflected as a reduction to
stockholder's equity.
INVESTMENTS IN LEASES
The Company is a lessor participant in leveraged leases.
Pertinent information relating to the Company's investments in leveraged
leases is summarized as follows:
<TABLE>
<CAPTION>
LENGTH OF ESTIMATED
LEASE EQUITY RESIDUAL VALUE OF
TYPE OF PROPERTY (YEARS) INVESTMENT LEASED PROPERTY
- ------------------------------------------------------ ----------- ------------- -----------------
<S> <C> <C> <C>
Generating plant...................................... 24-25 34.06% 15.0%
</TABLE>
Financing beyond the Company's equity interest in the purchase price of the
properties was furnished by outside parties in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the properties and related rentals. At the end of the respective lease terms,
ownership of the properties remains with the Company.
The Company's net investment in leveraged leases is summarized as follows:
<TABLE>
<S> <C>
Rentals receivable (net of principal and interest on
nonrecourse debt)............................................. $66,075,030
Estimated residual values of leased assets..................... 18,964,143
Less:
Unearned and deferred income................................. (26,617,505)
Allowance for uncollectibles................................. (990,000)
-----------
Investment in leveraged leases................................. $57,431,668
Less deferred taxes arising from leveraged leases.............. (52,938,886)
-----------
Net investment in leveraged leases............................. $ 4,492,782
-----------
-----------
</TABLE>
During 1993, the Company sold its equity interest in the chemical tanker
previously accounted for as a leveraged lease. The sale resulted in an after-tax
gain of $112,000.
A-4
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
INVESTMENTS IN LEASES--(CONTINUED)
The Company's investment in the sales-type leases consisted of the following
elements at December 31, 1993:
<TABLE>
<S> <C>
Minimum lease payments receivable............................... $3,672,000
Less:
Unearned income............................................... (59,479)
Allowance for uncollectibles.................................. (250,000)
----------
Investment in sales type financing leases....................... $3,362,521
----------
----------
</TABLE>
At December 31, 1993 minimum lease payments receivable are $3,672,000 for
1994.
For Federal income tax purposes, the Company receives the investment tax
credit and has the benefit of tax deductions for (i) depreciation on the entire
amount of leased assets and (ii) interest on the outstanding long-term debt. For
state and local tax purposes, the Company also receives the benefits of tax
deductions from (i) and (ii) above. Since, during the early years of the leases,
those deductions exceed the Company's lease rental income, substantial excess
deductions are available to be applied against the Company's other income and
the consolidated income of ML&Co. In the later years of the leases, rental
income will exceed the related deductions and taxes will be payable (to the
extent that net deductions arising from additional leveraged lease transactions
do not offset such net lease income). Deferred taxes have been provided to
reflect these temporary differences.
INCOME TAXES
As part of the consolidated group, the Company transfers its current Federal
and state tax liabilities to MLIM. No such amounts were due to MLIM at December
31, 1993.
PENSION PLAN
The Company participates in the ML&Co. Comprehensive Retirement Program (the
"Program") consisting of the Retirement Accumulation Plan ("RAP") and the
Employee Stock Ownership Plan (the "ESOP"). Under the Program, cash
contributions made by the Company and the ML&Co. stock held by the ESOP will be
allocated quarterly to participants' accounts. Allocations will be based on
years of service, age and eligible compensation. Actuarial data regarding the
Company's Plan participants is not separately available.
A-5
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
NAME CHANGE
Effective December 28, 1991, the Company's Parent, through an amendment of
its certificate of incorporation, changed its name to Merrill Lynch Investment
Management, Inc. ("MLIM"). MLIM does business under the name "Merrill Lynch
Asset Management".
SUBSEQUENT EVENT
Effective January 1, 1994, Fund Asset Management, Inc. contributed certain
net investment advisory assets to Fund Asset Management, L.P., a newly formed
Delaware limited partnership, in exchange for a 99% limited partnership
interest. The general partner, Princeton Services, Inc. (a wholly-owned
subsidiary of Merrill Lynch & Co., Inc.) contributed 1% of the value of the net
investment advisory assets in exchange for its 1% general partnership interest.
The partnership's profits and losses are to be allocated in proportion to the
capital contributions of the partners.
A-6
<PAGE>
INCOME OPPORTUNITIES FUND 1999, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Michael
J. Hennewinkel as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
hereof, all of the shares of Common Stock of Income Opportunities Fund 1999,
Inc. (the "Fund") held of record by the undersigned on August 11, 1994, at the
annual meeting of stockholders of the Fund to be held on October 14, 1994 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)
<PAGE>
1. ELECTION OF DIRECTORS
(INSTRUCTION: To withhold FOR all nominees WITHHOLD AUTHORITY
authority to vote for any listed below (except to vote for all
individual nominee, strike as marked to the nominees listed
a line through the contrary below) / / below / /
nominee's name in the list
below.)
Joe Grills, Walter Mintz,
Melvin R. Seiden, Stephen
B. Swensrud, Harry Woolf,
Arthur Zeikel
2. Proposal to ratify the
selection of Ernst &
Young as independent
auditors of the Fund to
serve for the current
fiscal year. FOR / / AGAINST / / ABSTAIN / /
3. In the direction 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: _____________________, 1994
X _________________________________
Signature
X _________________________________
Signature, if held jointly
Please mark boxes /fill in completely/ or /x/ in blue or black ink. Sign, Date
and Return the Proxy Card Promptly Using the Enclosed Envelope.
2
<PAGE>
_________________________________________________________________
BY SIGNING AND PROMPTLY RETURNING THE ENCLOSED PROXY
YOU MAY SAVE YOUR FUND THE EXPENSE OF ADDITIONAL
SOLICITATION COSTS.
_________________________________________________________________
THE ENCLOSED PROXY CARD HAS BEEN FORWARDED TO YOU
BECAUSE YOU WERE A SHAREHOLDER ON THE RECORD DATE.
IT IS IMPORTANT THAT YOU VOTE AND SIGN THIS PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
_________________________________________________________________
