MuniYield Pennsylvania Insured Fund
File No. 811-7136
Item No. 77M (Mergers) -- Attachment
During the fiscal semi-annual period ending April 30, 2000,
MuniYield Pennsylvania Insured Fund (the "Registrant")
(formerly MuniYield Pennsylvania Fund) acquired
substantially all of the assets and assumed substantially all
of the liabilities of MuniVest Pennsylvania Insured Fund
("MuniVest PA"), File No. 811-7750, and MuniHoldings
Pennsylvania Insured Fund ("MuniHoldings PA"), File No.
811-9133.
At meetings of the Boards of Directors of the Registrant
and MuniVest PA and MuniHoldings PA, 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 PA by the
Registrant and the subsequent distribution of Registrant's
Common Shares and Registrant's Series B Auction Market
Preferred Shares ("AMPS"), respectively, to the holders of
MuniVest PA Common Shares and MuniVest PA AMPS;
(ii) the acquisition of substantially all of the assets and the
assumption of substantially all of the liabilities of
MuniHoldings PA by the Registrant and the subsequent
distribution of Registrant's Common Shares and
Registrant's Series B AMPS, respectively, to the holders of
MuniHoldings PA Common Shares and MuniHoldings PA
AMPS, Series A; (iii) the amendment of the investment
policies of the Registrant to provide that under normal
circumstances, at least 80% of its assets will be invested in
municipal obligations with remaining maturities of one-
year or more that are covered by insurance guaranteeing the
timely payment of principal at maturity and interest, as well
as the change of the Registrant's name to "MuniYield
Pennsylvania Insured Fund"; (iv) the designation of the
currently outstanding series of auction market preferred
shares of the Registrant as Series A; and (v) the subsequent
deregistration and termination of each of MuniVest PA and
MuniHoldings PA.
In connection with the Reorganization, on October 4, 1999,
the Registrant filed a Registration Statement on Form N-14
(File No.333-88395; 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 PA and
MuniHoldings PA. Pre-Effective Amendment No. 1 to the
N-14 Registration Statement was filed on November 10,
1999, and the N-14 Registration Statement as so amended
was declared effective by the Commission on November
10, 1999.
On December 15, 1999, the shareholders of the Registrant
and MuniVest PA and MuniHoldings PA 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 PA transferred securities and
cash valued at $ 73,493,236.58 to the Registrant and
received in exchange 3,559,542 shares of the Registrant's
Common Shares and 1,100 shares of Registrant's Series B
AMPS with an aggregate liquidation preference of $25,000;
MuniHoldings PA transferred securities and cash valued at
$ 45,963,683.02 to the Registrant and received in exchange
1,983,121 shares of the Registrant's Common Shares and
820 shares of Registrant's Series B AMPS with an
aggregate liquidation preference of $25,000; and MuniVest
PA and MuniHoldings PA 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 PA and MuniHoldings PA with the
Securities and Exchange Commission.
