<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)
<TABLE>
<S> <C>
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MUNIYIELD MICHIGAN INSURED FUND, INC.
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Same as above
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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.
<PAGE> 2
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
2
<PAGE> 3
MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
- --------------------------------------------------------------------------------
December 27, 1999
Dear Stockholder:
We are writing to inform you that the Annual Meeting of Stockholders for the
MuniHoldings Michigan Insured Fund, Inc.(the "Fund"), originally scheduled for
December 15, 1999, was adjourned until JANUARY 20, 2000 in order to give
stockholders additional time to vote on Item 1, an Agreement and Plan of
Reorganization. Item 2, the election of directors and Item 3, the selection of
auditors, were both approved on December 15. The Fund's records indicate that we
have not yet received voting instructions from you. All votes are vital no
matter how many shares you hold and the Fund's records indicate that as of
October 20, 1999, ("Record Date" for the Meeting) you were holding shares in the
Fund. If you have not already voted, we urge you to act promptly in order to
allow us to obtain a sufficient number of votes to hold the meeting as scheduled
and avoid the possibility of another adjournment. In order for your vote to be
represented, we must receive your instructions on or before THURSDAY, JANUARY
20, 2000.
PLEASE TAKE THE TIME AND VOTE TODAY!
For your convenience, we have established three easy methods by which to
register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications Corporation
toll free at 1-800-645-4519. Representatives are
available to take your vote Monday thru Friday between
the hours of 9:00 a.m. and 11:00 p.m. Eastern Time.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit control
number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage
paid envelope. Please use this option only if methods
1 & 2 are unavailable, as we may not receive your
executed proxy by January 20, 2000.
For the reasons set forth in the Combined Proxy Statement dated November 8,
1999, your Board believes that the proposal with respect to the Agreement and
Plan of Reorganization is in the best interest of all stockholders and
recommends a vote IN FAVOR of the proposal.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
<PAGE> 4
MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
- --------------------------------------------------------------------------------
December 27, 1999
Dear Stockholder:
We are writing to inform you that the annual meeting of stockholders for the
MuniHoldings Michigan Insured Fund, Inc.(the "Fund"), originally scheduled for
December 15, 1999, was adjourned until JANUARY 20, 2000 in order to give
stockholders additional time to vote on Item 1, an Agreement and Plan of
Reorganization. Item 2, the election of directors and Item 3, the selection of
auditors, were both approved on December 15. The Fund's records indicate that we
have not yet received voting instructions from you. All votes are vital no
matter how many shares you hold and the Fund's records indicate that as of
October 20, 1999, ("Record Date" for the Meeting) you were holding shares in the
Fund. If you have not already voted, we urge you to act promptly in order to
allow us to obtain a sufficient number of votes to hold the meeting as scheduled
and avoid the possibility of another adjournment. In order for your vote to be
represented, we must receive your instructions on or before THURSDAY, JANUARY
20, 2000.
PLEASE TAKE THE TIME AND VOTE TODAY!
For your convenience, we have established three easy methods by which to
register your vote:
[LOGO]
1. BY TOUCH-TONE: Dial the toll-free number found on your proxy
card and follow the simple directions.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit
control number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage
paid envelope. Please use this option only if
methods 1 & 2 are unavailable, as we may not
receive your executed proxy by January 20, 2000.
For the reasons set forth in the Combined Proxy Statement dated November 8,
1999, your Board believes that the proposal with respect to the Agreement and
Plan of Reorganization is in the best interest of all stockholders and
recommends a vote IN FAVOR of the proposal.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
2
<PAGE> 5
MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
- --------------------------------------------------------------------------------
December 27, 1999
Dear Preferred Stockholder:
The Stockholder Meeting for MuniHoldings Michigan Insured Fund, Inc. (the
"Fund"), that was originally scheduled for December 15, 1999, was adjourned
until Thursday, January 20, 2000, because the Fund did not receive a sufficient
number of votes to approve or disapprove the proposal before the meeting
regarding the reorganization of the Fund. In order to avoid any additional
solicitations, or cost to the Fund, please take a moment to vote your shares
using one of the methods listed below. For the reasons set forth in the Combined
Proxy Statement dated November 8, 1999, your Board believes that all the
proposals are in the best interest of all stockholders and recommends a vote IN
FAVOR of the proposal.
For your convenience, we have established three easy methods by which you
can register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications
Corporation toll free at 1-800-645-4519.
Representatives are available to take your vote
Monday thru Friday between the hours of
9:00 a.m. and 11:00 p.m.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit
control number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage
paid envelope. Please use this option only if
methods 1 & 2 are unavailable, as we may not
receive your executed proxy by January 20, 2000.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
NOBO
3
<PAGE> 6
MUNIHOLDINGS MICHIGAN INSURED FUND, INC.
- --------------------------------------------------------------------------------
December 27, 1999
Dear Preferred Stockholder:
The Stockholder Meeting for MuniHoldings Michigan Insured Fund, Inc. (the
"Fund"), that was originally scheduled for December 15, 1999, was adjourned
until Thursday, January 20, 2000, because the Fund did not receive a sufficient
number of votes to approve or disapprove the proposal before the meeting
regarding the reorganization of the Fund. In order to avoid any additional
solicitations, or cost to the Fund, please take a moment to vote your shares
using one of the methods listed below. For the reasons set forth in the Combined
Proxy Statement dated November 8, 1999, your Board believes that all the
proposals are in the best interest of all stockholders and recommends a vote IN
FAVOR of the proposal.
For your convenience, we have established three easy methods by which you
can register your vote:
[LOGO]
1. BY PHONE: Please call Shareholder Communications Corporation
toll free at 1-800-645-4519. Representatives are
available to take your vote Monday thru Friday
between the hours of 9:00 a.m. and 11:00 p.m.
[LOGO]
2. BY INTERNET: Visit www.proxyvote.com and enter the 12-digit
control number located on your proxy card.
[LOGO]
3. BY MAIL: Return your executed proxy in the enclosed postage
paid envelope. Please use this option only if
methods 1 & 2 are unavailable, as we may not
receive your executed proxy by January 20, 2000.
If you have any questions regarding the meeting agenda or the execution of your
proxy, please call Shareholder Communications Corporation at 1-800-645-4519.
Thank you for your prompt attention.
4
