MuniYield Michigan Insured Fund, Inc.
File No. 811-6692
Item No. 77M (Mergers) -- Attachment
During the fiscal semi-annual period ending April 30, 2000,
MuniYield Michigan Insured Fund, Inc. (the "Registrant")
acquired substantially all of the assets and assumed
substantially all of the liabilities of MuniVest Michigan
Insured Fund, Inc. ("MuniVest MI"), File No. 811-7578,
and MuniHoldings Michigan Insured Fund, Inc.
("MuniHoldings MI"), File No. 811-9125.
At meetings of the Boards of Directors of the Registrant
and MuniVest MI and MuniHoldings MI, the Boards of
Directors approved an Agreement and Plan of
Reorganization (the "Reorganization"). The
Reorganization referred collectively to (i) the acquisition of
substantially all of the assets and the assumption of
substantially all of the liabilities of MuniVest MI by the
Registrant and the subsequent distribution of Registrant's
Common Stock and Registrant's Series B Auction Market
Preferred Stock ("AMPS") to the holders of MuniVest MI
Common Stock and MuniVest MI AMPS, respectively; (ii)
the acquisition of substantially all of the assets and the
assumption of substantially all of the liabilities of
MuniHoldings MI by the Registrant and the subsequent
distribution of Registrant's Common Stock and
Registrant's Series C AMPS to the holders of
MuniHoldings MI Common Stock and MuniHoldings MI
AMPS, Series A, respectively; (iii) the designation of the
currently outstanding series of the Registrant's AMPS as
Series A AMPS; and (iv) the subsequent deregistration and
dissolution of each of MuniVest MI and Muniholdings MI.
In connection with the Reorganization, on October 5, 1999,
the Registrant filed a Registration Statement on Form N-14
(File No.333-88449; the "N-14 Registration Statement").
The N-14 Registration Statement contained the proxy
materials soliciting the approval of the Agreement and Plan
of Reorganization by the shareholders of MuniVest MI and
MuniHoldings MI. Pre-Effective Amendment No. 1 to the
N-14 Registration Statement was filed on November 8,
1999, and the N-14 Registration Statement as so amended
was declared effective by the Commission on November 8,
1999.
On January 20, 2000, the shareholders of the Registrant and
MuniVest MI and MuniHoldings MI approved the
Reorganization at a special meeting of shareholders held for
that purpose. On March 6, 2000 (the "Reorganization
Date"), pursuant to the Agreement and Plan of
Reorganization, MuniVest MI transferred securities and
cash valued at $ 141,497,230.67 to the Registrant and
received in exchange 6,761,116 shares of the Registrant's
Common Stock and 2,000 shares of Registrant's Series B
AMPS with an aggregate liquidation preference of $25,000;
MuniHoldings MI transferred securities and cash valued at
$ 95,171,859.57 to the Registrant and received in exchange
3,963,182 shares of the Registrant's Common Stock and
1,600 shares of Registrant's Series C AMPS with an
aggregate liquidation preference of $25,000; and MuniVest
MI and MuniHoldings MI distributed these shares to their
respective shareholders as provided in the Agreement and
Plan of Reorganization.
An Application for Deregistration on Form N-8F will be
filed by MuniVest MI and MuniHoldings MI with the
Securities and Exchange Commission.
