As filed with the Securities and Exchange Commission on April 29, 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. )
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
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNI YIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD 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.
- ------------------------------------------------------------------------------
|_| 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:
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<PAGE>
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
---------------------------------------------------
**IMMEDIATE ATTENTION REQUIRED**
---------------------------------------------------
April 26, 1999
Dear Stockholder:
The Annual Meeting of Stockholders at the offices of Merrill Lynch Asset
Management L.P. on April 21, 1999, has been adjourned to THURSDAY, MAY 27,
------------------
1999 in order to give Stockholders additional time to vote on Item 3,
- ----
consideration and approval of an amendment of Articles of Supplementary or
Certificate of Designation of your Fund. The Board of your Fund believes that
this proposal is in the best interest of stockholders and recommends that you
vote in favor of Item 3. Item 1, election of Directors or Trustees of your
Fund, and Item 2, ratification of your Fund's independent auditors, were
approved on April 21.
For your convenience, we have established three easy methods by which to
register your vote:
1. BY PHONE: Please call SHAREHOLDER COMMUNICATIONS CORPORATION
--------
toll free at 1-800-645-4519. Representatives are
available to take your vote Monday through Friday
between the hours of 9:00 a.m. and 11:00 p.m. and
Saturday from 12:00 p.m. to 6:00 p.m. Eastern
Time.
2. BY FAX: Fax your signed proxy ballot anytime to
------
1-800-733-1885.
3. BY MAIL: Return your executed proxy in the enclosed postage
-------
paid envelope. Please utilize this option only if
methods 1 and 2 are unavailable, as we may not
receive your executed proxy by May 27, 1999.
For the reasons set forth in the Combined Proxy Statement dated March 18,
1999, your Board believes that this proposal is in the best interest of
stockholders and recommends a vote FOR Item 3. Please note that the
information regarding the required vote for Item 3, as described under
"Additional Information" in the Combined Proxy Statement, is amended as
follows:
With respect to a Fund's Common Stock, broker-dealer firms will not be
permitted to grant voting authority without instructions with respect to
amending the Fund's Articles Supplementary or Certificate of Designation
(Item 3). Shares of AMPS held in "street name," however, may be voted
under certain conditions by broker-dealer firms with respect to Item 3
and counted for purposes of establishing a quorum if no instructions are
received one business day before the Meeting, or, if adjourned, one
business day before the day to which the Meeting is adjourned. These
conditions include, among others, that (i) at least 30% of the AMPS
outstanding have voted on Item 3, (ii) less than 10% of the AMPS
outstanding have voted against Item 3 and (iii) holders of Common Stock
have voted to approve Item 3. In such instances, the broker-dealer firm
will vote these shares of AMPS on Item 3 in the same proportion as the
votes cast by all holders of AMPS who have voted on Item 3. Merrill
Lynch, Pierce, Fenner & Smith Incorporated has advised the Funds that it
intends to exercise discretion over shares held in its name for which no
instructions have been received by voting such shares on Item 3 (with
respect to AMPS only) in the same proportion as the votes received from
beneficial owners of those shares for which instruction have been
received, whether or not held in nominee name.
If you have any questions regarding the meeting agenda or the execution of
your proxy, please call SHAREHOLDER COMMUNICATIONS CORPORATION at the above
mentioned number.
IF YOU HAVE ALREADY VOTED YOUR SHARES, THANK YOU FOR PARTICIPATING AND PLEASE
DISREGARD THIS NOTICE.
Thank you for your prompt attention
<PAGE>
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
---------------------------------------------------
**IMMEDIATE ATTENTION REQUIRED**
---------------------------------------------------
April 26, 1999
Dear Stockholder:
The Annual Meeting of Stockholders at the offices of Merrill Lynch Asset
Management L.P. on April 21, 1999, has been adjourned to THURSDAY, MAY 27,
------------------
1999 in order to give Stockholders additional time to vote on Item 3,
- ----
consideration and approval of an amendment of Articles of Supplementary or
Certificate of Designation of your Fund. The Board of your Fund believes that
this proposal is in the best interest of stockholders and recommends that you
vote in favor of Item 3. Item 1, election of Directors or Trustees of your
Fund, and Item 2, ratification of your Fund's independent auditors were
approved on April 21.
For your convenience, we have established three easy methods by which to
register your vote:
1. BY TOUCH-TONE: Please refer to the "800" number printed on
-------------
your voting instruction form.
2. BY INTERNET: Visit WWW.PROXYVOTE.COM. Once there, enter the
----------- -----------------
12 digit control number located on your proxy
card.
3. BY MAIL: Return your executed proxy in the enclosed
--------
postage paid envelope. Please utilize this
option only if methods 1 and 2 are unavailable,
as we may not receive your executed proxy by
May 27, 1999.
For the reasons set forth in the Combined Proxy Statement dated March 18,
1999, your Board believes that this proposal is in the best interest of
stockholders and recommends a vote FOR Item 3. Please note that the
information regarding the required vote for Item 3, as described under
"Additional Information" in the Combined Proxy Statement, is amended as
follows:
With respect to a Fund's Common Stock, broker-dealer firms will not be
permitted to grant voting authority without instructions with respect to
amending the Fund's Articles Supplementary or Certificate of Designation
(Item 3). Shares of AMPS held in "street name," however, may be voted
under certain conditions by broker-dealer firms with respect to Item 3
and counted for purposes of establishing a quorum if no instructions are
received one business day before the Meeting, or, if adjourned, one
business day before the day to which the Meeting is adjourned. These
conditions include, among others, that (i) at least 30% of the AMPS
outstanding have voted on Item 3, (ii) less than 10% of the AMPS
outstanding have voted against Item 3 and (iii) holders of Common Stock
have voted to approve Item 3. In such instances, the broker-dealer firm
will vote these shares of AMPS on Item 3 in the same proportion as the
votes cast by all holders of AMPS who have voted on Item 3. Merrill
Lynch, Pierce, Fenner & Smith Incorporated has advised the Funds that it
intends to exercise discretion over shares held in its name for which no
instructions have been received by voting such shares on Item 3 (with
respect to AMPS only) in the same proportion as the votes received from
beneficial owners of those shares for which instructions have been
received, whether or not held in nominee name.
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.
IF YOU HAVE ALREADY VOTED YOUR SHARES, THANK YOU FOR PARTICIPATING AND PLEASE
DISREGARD THIS NOTICE.
Thank you for your prompt attention
