INCOME OPPORTUNITIES FUND 1999 INC, DEF 14A, 1996-08-28

INCOME OPPORTUNITIES FUND 1999 INC
DEF 14A, 1996-08-28

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<PAGE>

SCHEDULE 14A INFORMATION

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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

INCOME OPPORTUNITIES FUND 1999, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

[NAME OF FILER IF APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by 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:

<PAGE>

INCOME OPPORTUNITIES FUND 1999, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS

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

OCTOBER 14, 1996

TO THE STOCKHOLDERS OF INCOME OPPORTUNITIES FUND 1999, INC.:

Notice is hereby given that the 1996 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, 1996 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 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 August 12, 1996
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, 1996, 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

IRA P. SHAPIRO
Secretary

Plainsboro, New Jersey
Dated: August 28, 1996

<PAGE>

PROXY STATEMENT

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

INCOME OPPORTUNITIES FUND 1999, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

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

1996 ANNUAL MEETING OF STOCKHOLDERS

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

OCTOBER 14, 1996

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 1996 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, 1996 at 9:00 A.M. The approximate
mailing date of this Proxy Statement is August 30, 1996.

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 12, 1996,
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 12, 1996, the Fund had outstanding
46,308,427 shares of common stock, par value $.10 per share ('Common Stock'). To
the knowledge of the Fund, as of August 12, 1996, 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 Fund's Common Stock, voting in person or by proxy, at a
meeting in which a quorum is present and duly constituted. The Board of
Directors of the Fund knows of no business other than that mentioned in Items 1
and 2 of the Notice of Meeting which will be presented for consideration at the
Meeting. If any other matter is properly presented, it is the intention of the
persons named in the enclosed proxy to vote in accordance with their best
judgment.

<PAGE>

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) 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
BENEFICIALLY
PRINCIPAL OCCUPATIONS OWNED AT
DURING PAST FIVE YEARS DIRECTOR AUGUST 12,
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE 1996
- ------------------------------------------ ---- ------------------------------------------ --------- -------------
<S> <C> <C> <C> <C>
Joe Grills(1)(2) ......................... 61 Member of the Committee of Investment of 1994 0
183 Soundview Lane Employee Benefit Assets of the Financial
New Canaan, Connecticut 06840 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
(real estate management) since 1993;
Director, LaSalle Street Fund since
1995.

Walter Mintz(1)(2) ....................... 67 Special Limited Partner of Cumberland 1992 0
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.

Robert S. Salomon, Jr. (1)(2)(3) ......... 59 Principal of STI Management (investment 1996 0
106 Dolphin Cove Quay adviser); Chairman and CEO of Salomon
Stamford, Connecticut 06902 Brothers Asset Management Inc from 1992
to 1995; Chairman of Salomon Brothers
equity mutual funds from 1992 to 1995;

Director of Stock Research and U.S.
Equity Strategist at Salomon Brothers
Inc from 1975 to 1991; Director, Common
Fund and the Norwalk Community Technical
College Foundation.

Melvin R. Seiden(1)(2) ................... 65 President of Silbanc Properties, Ltd. 1992 0
780 Third Avenue (real estate, investment and consulting)
Suite 2502 since 1987.
New York, New York 10017
</TABLE>

<PAGE>

Arthur Zeikel(1)(4) ...................... 64 President of Fund Asset Management, L.P. 1992 0
P.O. Box 9011 ('FAM') (which term as used hereunder
Princeton, New Jersey 08543-9011 includes its corporate predecessors)
since 1977; President of MLAM (which
term as used hereunder includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ('Princeton Services')
since 1993; Executive Vice President of
Merrill Lynch & Co., Inc. ('ML&Co.')
since 1990; Director of Merrill Lynch
Funds Distributor, Inc. ('MLFD') since
1977.
</TABLE>

- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser.
(2) Member of Audit Committee of the Board of Directors.
(3) On January 17, 1996, Robert S. Salomon, Jr. was elected a Director of the
Fund to fill the vacancy created by the retirement of Harry Woolf, who

retired as a Director, effective December 31, 1995, pursuant to the Fund's
retirement policy.
(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 December 31, 1995, the Board of Directors and
the Audit Committee each held four meetings. Each of the Directors then in
office attended at least 75% of the meetings of the Board of Directors. All
members 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
the SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.

<PAGE>

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 5 relating to certain dividend reinvestments
made by Terry K. Glenn, the Fund's Executive Vice President, was not filed on a
timely basis. A Form 5 was filed on behalf of Mr. Glenn on February 29, 1996.

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. The Fund pays each Director not
affiliated with the investment adviser a fee of $2,000 per year plus $500 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 $2,000 per year plus $500 per meeting attended,
together with such Director's out-of-pocket expenses relating to attendance at
such meetings. These fees and expenses aggregated $45,226 for the fiscal year
ended December 31, 1995.

The following table sets forth for the fiscal year ended December 31, 1995
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending December 31, 1995, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the non-affiliated Directors.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM
PENSION OR RETIREMENT FUND AND FAM/MLAM
NAME OF COMPENSATION BENEFITS ACCRUED AS PART ADVISED FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- --------------------------------------- ------------ ------------------------ ---------------------------
<S> <C> <C> <C>
Joe Grills(1).......................... $9,000 None $ 153,883
Walter Mintz(1)........................ $9,000 None $ 153,883
Robert S. Salomon, Jr.(1)(2)........... None None None
Melvin R. Seiden(1).................... $9,000 None $ 153,883
Stephen B. Swensrud(1)................. $9,000 None $ 161,883
Harry Woolf(1)(2)...................... $9,000 None $ 153,883
</TABLE>

- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (18 registered investment companies consisting of 38 portfolios); Mr.
Mintz (18 registered investment companies consisting of 38 portfolios); Mr.
Salomon (18 registered investment companies consisting of 38 portfolios);
Mr. Seiden (18 registered investment companies consisting of 38 portfolios);
Mr. Swensrud (20 registered investment companies consisting of 49
portfolios); and Mr. Woolf, prior to his retirement, effective December 31,
1995, pursuant to the Fund's retirement policy (18 registered investment
companies consisting of 38 portfolios).

(2) Mr. Salomon was elected a Director of the Fund on January 17, 1996 to fill
the vacancy created by the retirement of Mr. Woolf who retired as a
Director, effective December 31, 1995, pursuant to the Fund's retirement
policy.

<PAGE>

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 64 1992
President of FAM since 1977; President of MLAM since 1977; President and
Director of Princeton Services since 1993; Executive Vice President of ML&Co.
since 1990; Director of MLFD since 1977.

Terry K. Glenn .................................................................. Executive 55 1992
Executive Vice President of FAM and MLAM since 1983; Executive Vice President Vice President
and Director of Princeton Services since 1993; President of MLFD since 1986 and
Director thereof since 1991; President of Princeton Administrators, L.P. since
1988.

N. John Hewitt .................................................................. Senior 61 1993
Senior Vice President of FAM and MLAM since 1980. Vice President

Jeffrey B. Hewson ............................................................... Vice President 45 1992
Vice President of MLAM since 1989; Portfolio Manager of MLAM since 1985; Senior
Consultant, Price Waterhouse 1981 to 1985.

Gregory M. Maunz ................................................................ Vice President 43 1992
Vice President of MLAM since 1985 and Portfolio Manager since 1984.

Donald C. Burke ................................................................. Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche LLP from 1982 to 1990.

Gerald M. Richard ............................................................... Treasurer 47 1992
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of MLFD
since 1984 and Vice President thereof since 1981.

Ira P. Shapiro .................................................................. Secretary 33 1996
Attorney associated with FAM and MLAM since 1993. Prior to 1993, Mr. Shapiro
was an attorney in private practice.
</TABLE>

Stock Ownership. At August 12, 1996, the Directors and officers of the
Fund as a group (13 persons) owned an aggregate of less than 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.

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Ernst &
Young LLP ('E&Y') 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

<PAGE>

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.

Representatives of E&Y are expected to be present at the meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund 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. 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 December 31, 1995 to any stockholder upon request. Such
requests should be directed to Income Opportunities Fund 1999, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Ira P. Shapiro, Secretary or
to 1-800-456-4587 ext. 123.

<PAGE>

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in October 1997,
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 30, 1997.

By Order of the Board of Directors

IRA P. SHAPIRO
Secretary

Dated: August 28, 1996

<PAGE>

COMMON STOCK

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 Ira P.
Shapiro as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all the shares of Common Stock of Income Opportunities Fund 1999, Inc.
(the "Fund") held of record by the undersigned on August 12, 1996 at the annual
meeting of stockholders of the Fund to be held on October 14, 1996 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. To elect a Board of Directors to serve for the ensuing year.

FOR all nominees listed below (except as marked to the contrary below) / /

WITHHOLD AUTHORITY to vote for all nominees listed below / /

INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name on the list below.)

Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B.
Swensrud, Arther Zeikel

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

FOR / / AGAINST / / ABSTAIN / /

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

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

Dated: ______________________, 1996

X__________________________________
Signature

X__________________________________
Signature, if held jointly

Please mark boxes /// or /X/ in blue
or black ink. Sign, Date and Return
the Proxy Card Promptly Using the
Enclosed Envelope.