MUNIVEST
FUND II, INC.
FUND LOGO
Annual Report
October 31, 1994
This report, including the financial information herein, is
transmitted to the shareholders of MuniVest Fund II, Inc. for
their information. It is not a prospectus, circular or
representation intended for use in the purchase of shares of the
Fund or any securities mentioned in the report. Past performance
results shown in this report should not be considered a
representation of future performance. The Fund has leveraged its
Common Stock by issuing Preferred Stock to provide the Common
Stock shareholders with a potentially higher rate of return.
Leverage creates risks for Common Stock shareholders, including
the likelihood of greater volatility of net asset value and
market price of shares of the Common Stock, and the risk that
fluctuations in the short-term dividend rates of the Preferred
Stock may affect the yield to Common Stock shareholders.
MuniVest Fund II, Inc.
Box 9011
Princeton, NJ
08543-9011
<PAGE>
MUNIVEST FUND II, INC.
The Benefits and
Risks of
Leveraging
MuniVest Fund II, Inc. utilizes leveraging to seek to enhance the
yield and net asset value of its Common Stock. However, these
objectives cannot be achieved in all interest rate environments.
To leverage, the Fund issues Preferred Stock, which pays
dividends at prevailing short-term interest rates, and invests
the proceeds in long-term municipal bonds. The interest earned on
these investments is paid to Common Stock shareholders in the
form of dividends, and the value of these portfolio holdings is
reflected in the per share net asset value of the Fund's Common
Stock. However, in order to benefit Common Stock shareholders,
the yield curve must be positively sloped; that is, short-term
interest rates must be lower than long-term interest rates. At
the same time, a period of generally declining interest rates
will benefit Common Stock shareholders. If either of these
conditions change, then the risks of leveraging will begin to
outweigh the benefits.
To illustrate these concepts, assume a fund's Common Stock
capitalization of $100 million and the issuance of Preferred
Stock for an additional $50 million, creating a total value of
$150 million available for investment in long-term municipal
bonds. If prevailing short-term interest rates are approximately
3% and long-term interest rates are approximately 6%, the yield
curve has a strongly positive slope. The fund pays dividends on
the $50 million of Preferred Stock based on the lower short-term
interest rates. At the same time, the fund's total portfolio of
$150 million earns the income based on long-term interest rates.
In this case, the dividends paid to Preferred Stock shareholders
are significantly lower than the income earned on the fund's
long-term investments, and therefore the Common Stock
shareholders are the beneficiaries of the incremental yield.
However, if short-term interest rates rise, narrowing the
differential between short-term and long-term interest rates, the
incremental yield pick-up on the Common Stock will be reduced. At
the same time, the market value on the fund's Common Stock (that
is, its price as listed on the New York Stock Exchange) may, as a
result, decline. Furthermore, if long-term interest rates rise,
the Common Stock's net asset value will reflect the full decline
in the price of the portfolio's investments, since the value of
the fund's Preferred Stock does not fluctuate. In addition to the
decline in net asset value, the market value of the fund's Common
Stock may also decline.
<PAGE>
Officers and
Directors
Arthur Zeikel, President and Director
Ronald W. Forbes, Director
Cynthia A. Montgomery, Director
Charles C. Reilly, Director
Kevin A. Ryan, Director
Richard R. West, Director
Terry K. Glenn, Executive Vice President
Donald C. Burke, Vice President
Vincent R. Giordano, Vice President
Kenneth A. Jacob, Vice President
Fred K. Stuebe, Vice President
Gerald M. Richard, Treasurer
Mark B. Goldfus, Secretary
Transfer Agents
Common Stock:
The Bank of New York
101 Barclay Street
New York, New York 10286
Preferred Stock:
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Custodian
The Bank of New York
90 Washington Street
New York, New York 10286
NYSE Symbol
MVT
<PAGE>
DEAR SHAREHOLDER
For the year ended October 31, 1994, the Common Stock of MuniVest
Fund II, Inc. earned $0.938 per share income dividends, which
includes earned and unpaid dividends of $0.073. This represents a
net annualized yield of 7.49%, based on a month-end net asset
value of $12.56 per share. Over the same period, the total
investment return on the Fund's Common Stock was -10.72%, based
on a change in per share net asset value from $15.15 to $12.56,
and assuming reinvestment of $0.942 per share income dividends.
For the six-month period ended October 31, 1994, the total
investment return on the Fund's Common Stock was -3.34%, based on
a change in per share net asset value from $13.48 to $12.56, and
assuming reinvestment of $0.431 per share income dividends.
For the six-month period ended October 31, 1994, the Fund's
Auction Market Preferred Stock had an average yield as follows:
Series A, 3.07%; Series B, 2.99%; and Series C, 3.01%.
The Environment
As discussed in our last report to shareholders, the Federal
Reserve Board moved to counteract inflationary pressures by
tightening monetary policy. This trend continued during the May--
October period. Despite the series of preemptive strikes against
inflation by the central bank, concerns of increasing inflationary
pressures continued to prompt volatility in the US capital markets
during the period. In addition, the weakness of the US dollar in
foreign exchange markets prolonged stock and bond market declines.
Ongoing strength in the manufacturing sector and better-than-
expected economic results continue to fuel speculation that the
Federal Reserve Board will continue to raise short-term interest
rates in the months ahead. However, although consumer spending is
increasing, it is doing so at a lower rate than has been the case
in recent economic recoveries. In the weeks ahead, investors will
continue to assess economic data and inflationary trends in order
to gauge whether further increases in short-term interest rates
are imminent. Continued indications of moderate and sustainable
levels of economic growth would be positive for the US capital
markets. At the same time, greater US dollar stability in foreign
exchange markets would help to dampen expectations of significantly
higher short-term interest rates.
The Municipal Market
The long-term tax-exempt market continued to erode throughout the
three months ended October 31, 1994. As measured by the Bond
Buyer Revenue Bond Index, yields on A-rated municipal revenue
bonds maturing in 30 years rose by almost 50 basis points (0.50%)
to 6.95% during the October 31, 1994 quarter. This represents the
highest level in tax-exempt bond yields in over two years. US
Treasury bonds suffered even greater declines during the quarter
as Treasury bond yields rose approximately 60 basis points to end
the quarter at 8.00%.
<PAGE>
The tax-exempt bond market reacted negatively throughout the
October quarter to indications that, despite a series of interest
rate increases by the Federal Reserve Board, the strength of the
domestic economy seen in recent quarters has not yet been
significantly reduced. While inflationary pressures have remained
well contained, additional Federal Reserve Board actions have
been expected both to ensure that domestic economic growth is
eventually confined to current levels and to assure nervous
financial markets of its anti-inflationary intentions.
Fortunately, while the demand for tax-exempt bonds has declined
somewhat in recent months, new bond issuance has remained greatly
reduced. During the quarter ended October 31, 1994, only $32
billion in long-term tax-exempt securities were issued, a decline
of over 50% versus the October 31, 1993 quarter. Similarly, for
the six months ended October 31, 1994, only $75 billion in
municipal securities were underwritten, a decline of over 50%
versus the comparable period a year earlier. This reduction in
issuance in recent quarters has allowed the municipal bond market
to react to both the decline in investor demand and the rise in
fixed-income yields in a more orderly fashion than in similar
situations in the past, particularly during 1987.
Long-term tax-exempt revenue bonds currently yield approximately
7%, or almost 11.5% on an after-tax equivalent basis, to an
investor in the 39.6% Federal income tax bracket. As inflation
has only marginally increased in the past year, real tax-exempt
interest rates have risen dramatically. The Federal Reserve Board
appears committed to maintaining inflation at or below its current
levels. Indeed, most forecasts expect inflation to remain in its
present range of 3%--4% throughout 1995 and, potentially, for the
remainder of the 1990s. Real after-tax equivalent interest rates
exceeding 7% represent historically attractive municipal investments
for long-term investors.
Federal Reserve Board actions taken thus far have yet to fully
impact US domestic growth and expected additional actions should
promote only a modest economic expansion within a benign
inflationary context beginning sometime early in 1995. Within
such an environment, it is unlikely that tax-exempt interest
rates will remain at their current attractive levels.
Tax-exempt bond issuance is unlikely to return to the historic
high levels seen in 1992 and 1993, while investor demand should
return as markets stabilize. As we have discussed in earlier
reports, the total number of tax-exempt bonds outstanding is
scheduled to decline dramatically in 1994 and 1995 as a result
of both regular bond maturities and early redemptions. Investors
seeking tax-advantaged issues are likely to find it very
difficult to obtain currently available tax-exempt yields as the
current supply/demand balance is unlikely to be maintained in
the coming quarters.
<PAGE>
Portfolio Strategy
During the period ended October 31, 1994, we maintained the
defensive posture MuniVest Fund II, Inc. adopted earlier in the
year. The Fund's cash reserve position essentially was maintained
in the 7.50%--10.00% range throughout most of the past six
months. We purchased more defensive, higher-couponed issues
throughout the period whenever we were able to sell more
aggressively structured issues. However, the Fund remains well-
structured to recapture much of the capital appreciation lost
earlier this year should municipal bond prices rise in 1995. In
recent weeks, we reduced the Fund's cash position to the 5.00%--
7.50% range as the supply of historically attractive issues has
temporarily increased. These issues bear coupons in the 6.75%--
7.25% range and provide minimal price volatility in response to
changes in interest rate levels.
Short-term tax-exempt interest rates traded in a range between
2.75%--3.375% for the last six months, despite the series of
taxable short-term interest rate increases engineered by the
Federal Reserve Board. The demand for tax-exempt cash equivalents
has been very strong for most of this year and is expected to
remain so in the coming quarters. The tax-exempt yield curve
remained very positive throughout this year, and consequently the
leverage of the Fund's Preferred Stock continued to have a very
positive impact on the yield paid to the Common Stock shareholder.
However, should the spread between short-term and long-term
interest rates narrow, the benefits of the leverage will decline
and, as a result, reduce the yield of the Fund's Common Stock.
(For a complete explanation of the benefits and risks of
leveraging, see page 1 of this report to shareholders.)
In Conclusion
We appreciate your ongoing interest in MuniVest Fund II, Inc.,
and we look forward to assisting you with your financial needs in
the months and years to come.
Sincerely,
(Arthur Zeikel)
Arthur Zeikel
President
(Vincent R. Giordano)
Vincent R. Giordano
Vice President and Portfolio Manager
November 29, 1994
<PAGE>
<TABLE>
PER SHARE INFORMATION (unaudited)
Per Share Selected
Quarterly
Financial Data*
<CAPTION>
Net Realized Unrealized Dividends/Distributions
Investment Gains Gains Net Investment Income Capital Gains
For the Period Income (Losses) (Losses) Common Preferred Common Preferred
<S> <C> <C> <C> <C> <C> <C> <C>
March 29, 1993++ to April 30, 1993 $.06 $(.01) $ .10 -- -- -- --
May 1, 1993 to July 31, 1993 .29 .02 .24 $.22 $.05 -- --
August 1, 1993 to October 31, 1993 .27 .07 .58 .23 .04 -- --
November 1, 1993 to January 31, 1994 .28 .10 .10 .22 .05 $.08 $.01
February 1, 1994 to April 30, 1994 .27 .08 (1.88) .22 .04 -- --
May 1, 1994 to July 31, 1994 .26 (.12) .41 .22 .04 -- --
August 1, 1994 to October 31, 1994 .27 (.37) (.85) .21 .05 -- --
<CAPTION>
Net Asset Value Market Price**
For the Period High Low High Low Volume***
<S> <C> <C> <C> <C> <C>
March 29, 1993++ to April 30, 1993 $14.41 $14.10 $15.125 $15.00 348
May 1, 1993 to July 31, 1993 14.71 14.20 15.125 13.875 967
August 1, 1993 to October 31, 1993 15.36 14.50 14.75 14.25 1,568
November 1, 1993 to January 31, 1994 15.27 14.67 14.75 13.375 2,643
February 1, 1994 to April 30, 1994 15.23 12.80 14.50 11.875 2,175
May 1, 1994 to July 31, 1994 14.15 13.15 12.625 11.875 1,966
August 1, 1994 to October 31, 1994 13.79 12.56 12.375 10.50 4,443
<FN>
++Commencement of Operations.
*Calculations are based upon shares of Common Stock outstanding at the end of each period.
**As reported in the consolidated transaction reporting system.
***In thousands.
</TABLE>
<PAGE>
Portfolio
Abbreviations
To simplify the listings of MuniVest Fund II, Inc.'s portfolio
holdings in the Schedule of Investments, we have abbreviated the
names of many of the securities according to the list below and
at right.
AMT Alternative Minimum Tax (subject to)
COP Certificates of Participation
CP Commercial Paper
GO General Obligation Bonds
HFA Housing Finance Authority
IDA Industrial Development Authority
IDR Industrial Development Revenue Bonds
INFLOS Inverse Floating Rate Municipal Bonds
M/F Multi-Family
PCR Pollution Control Revenue Bonds
RIB Residual Interest Bonds
S/F Single-Family
TAN Tax Anticipation Notes
TRAN Tax Revenue Anticipation Notes
UT Unlimited Tax
VRDN Variable Rate Demand Notes
<TABLE>
SCHEDULE OF INVESTMENTS (in Thousands)
<CAPTION>
S&P Moody's Face Value
Ratings Ratings Amount Issue (Note 1a)
<C> <C> <C> <S> <C>
STATE
Arizona--2.7%
AA- Aa $ 5,000 Maricopa County, Arizona, GO, Unified School District No. 48 (Scottsdale
Improvement), UT, 4.40% due 7/01/2013 $ 3,728
A1+ P1 2,000 Maricopa County, Arizona, PCR, Refunding (Arizona Public Service Co.), VRDN,
Series B, 3.40% due 5/01/2029 (a) 2,000
SP-1 MIG2 4,000 Maricopa County, Arizona, TAN, 5% due 7/28/1995 4,022
AA P1 400 Pinal County, Arizona, IDA, PCR (Magma Copper/Newmont Mining Corp. Project), VRDN,
3.70% due 12/01/2009 (a) 400
California--1.2%
A- A 5,000 California State Public Works Board, Lease Revenue Bonds (California State University
Library Projects), Series A, 6.25% due 9/01/2016 4,641
<PAGE>
Colorado--3.0%
BB Baa 7,500 Denver, Colorado, City and County Airport Revenue Bonds, AMT, Series C,
6.75% due 11/15/2022 6,435
Denver, Colorado, City and County School District No. 1, Revenue Refunding Bonds,
Series A:
A+ A 1,000 6.50% due 6/01/2010 1,012
A+ A 2,000 6.50% due 12/01/2010 2,024
A-1 NR* 1,800 Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Co. Project), VRDN, Series A,
3.70% due 4/01/2016 (a) 1,800
Florida--4.1%
BBB Baa1 2,000 Escambia County, Florida, PCR (Champion International Corporation Project), AMT,
6.90% due 8/01/2022 1,905
AAA Aaa 2,000 Hillsborough County, Florida, IDR (University Community Hospital), 6.50% due
8/15/2019 (d) 1,990
BBB- NR* 2,500 Largo, Florida, Sun Coast Health Systems, Revenue Refunding Bonds, 6.30% due 3/01/2020 2,147
A- NR* 8,000 Palm Beach County, Florida, Health Facilities Authority Revenue Bonds (Good
Samaritan Health Systems), 6.30% due 10/01/2022 7,271
A1 VMIG1 2,200 Saint Lucie County, Florida, PCR, Refunding (Florida Power and Light Company Project),
VRDN, 3.65% due 1/01/2026 (a) 2,200
Georgia--13.5%
AAA Aaa 2,310 Chatam County, Georgia, School District Revenue Bonds, GO, UT, 6.75% due 8/01/2018 (d) 2,318
AAA Aaa 3,750 Fulton County, Georgia, Water and Sewer Revenue Refunding Bonds, 6.375% due
1/01/2014 (c) 3,678
Georgia Municipal Electric Authority, Georgia Special Obligation Revenue Bonds:
A+ A 3,000 (1st Crossover), General Resolution, 6.50% due 1/01/2020 2,874
A+ A 1,000 (1st Crossover), General Resolution, Series X, 6.50% due 1/01/2012 982
A+ A 6,000 (3rd Crossover), Series W, 6.60% due 1/01/2018 5,860
A+ A 1,250 (4th Crossover), Series X, 6.50% due 1/01/2020 1,198
A+ A 11,035 (5th Crossover), Series Y, 6.50% due 1/01/2017 10,596
Georgia Municipal Electric Authority, Power Revenue Refunding Bonds, Series V:
A+ A 1,200 6.40% due 1/01/2006 1,212
A+ A 4,500 6.60% due 1/01/2018 4,365
Georgia State, GO:
AA+ Aaa 5,000 Series F, 6.50% due 12/01/2006 5,278
AA+ Aaa 3,150 Series F, 6.50% due 12/01/2007 3,309
AA+ Aaa 7,960 UT, Series D, 6.80% due 8/01/2011 8,452
BBB+ NR* 1,200 Tri City Hospital Authority, Georgia, Hospital Revenue Bonds (South Fulton Medical
Center), COP, 6.375% due 7/01/2016 1,023
</TABLE>
<PAGE>
<TABLE>
SCHEDULE OF INVESTMENTS (continued) (in Thousands)
<CAPTION>
S&P Moody's Face Value
Ratings Ratings Amount Issue (Note 1a)
<C> <C> <C> <S> <C>
STATE
Idaho--0.6%
NR* Aaa $ 2,500 Idaho Housing Agency, S/F Mortgage Revenue Bonds, AMT, Series E-2, 6.90% due 1/01/2027 $ 2,415
Illinois--11.5%
BBB- Baa 4,000 Chicago, Illinois, Skyway Toll Bridge Revenue Refunding Bonds, 6.50% due 1/01/2010 3,761
AAA Aaa 3,475 Chicago, Illinois, Water Revenue Refunding Bonds, 6.50% due 11/01/2015 (c) 3,374
Illinois Health Facilities Authorities, Revenue Refunding Bonds:
A A 2,750 (Edward Hospital), Series A, 6% due 2/15/2019 2,335
NR* Baa1 3,235 (Holy Cross Hospital Project), 6.75% due 3/01/2024 2,938
A- NR* 2,250 Improvement (Swedish Covenant), Series A, 6.375% due 8/01/2023 1,996
A+ A1 8,055 (OSF Healthcare Systems), 6% due 11/15/2023 6,824
A+ A1 6,750 Illinois Housing Development Authority, M/F Program Revenue Bonds, Series 5,
6.75% due 9/01/2023 6,557
A+ Aa 1,350 Illinois Housing Development Authority, Residential Mortgage Revenue Bonds, AMT,
RIB, 9.79% due 2/01/2018 (e) 1,269
Illinois State Sales Tax Revenue Bonds:
AAA Aa 2,500 Series P, 6.50% due 6/15/2022 2,392
AAA Aa 5,000 Series V, 6.375% due 6/15/2020 4,697
AAA Aaa 6,000 Illinois State Toll Highway Authority, Toll Highway Priority Revenue Bonds, Series A,
6.20% due 1/01/2016 (c) 5,560
Regional Transportation Authority, Illinois, Revenue Bonds, Series A:
AAA Aaa 1,500 7.20% due 11/01/2020 (b) 1,577
AAA Aaa 1,000 6.70% due 11/01/2021 (c) 989
Indiana--6.5%
NR* Aa1 3,000 Indiana State HFA, S/F Mortgage Revenue Refunding Bonds, Series A, 6.80% due 1/01/2017 2,949
AAA Aaa 1,860 Indiana State Toll Road Commission, Toll Road Revenue Bonds (East-West Toll Road),
9% due 1/01/2015 (f) 2,378
A+ A1 3,500 Indiana Transportation Finance Authority, Highway Revenue Bonds, Series A,
6.80% due 12/01/2016 3,500
Indianapolis, Indiana, Local Public Improvement Bond Bank, Revenue Refunding Bonds,
Series D:
A+ NR* 4,750 6.75% due 2/01/2014 4,719
A+ NR* 12,125 6.75% due 2/01/2020 11,560
Iowa--1.1%
Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar River Paper
Company Project), VRDN, Series A (a):
A1+ NR* 400 3.80% due 7/01/2023 400
A1+ NR* 900 3.80% due 6/01/2024 900
BBB+ NR* 3,355 Ottumwa, Iowa, Hospital Facilities Revenue Refunding and Improvement Bonds (Ottumwa
Regional Health Center), 6% due 10/01/2010 2,991
<PAGE>
Kentucky--0.2%
A1+ VMIG1 1,000 Daviess County, Kentucky, Solid Waste Disposal Facilities Revenue Bonds (Scott
Paper Co. Project), VRDN, AMT, Series B, 3.65% due 12/01/2023 (a) 1,000
Louisiana--0.5%
NR* Baa3 2,000 Lake Charles, Louisiana, Harbor and Terminal District Revenue Refunding Bonds
(Trunkline Long Company Project), 7.75% due 8/15/2022 2,089
Maine--3.5%
BBB Baa1 7,500 Bucksport, Maine, Solid Waste Disposal Revenue Bonds (Champion International
Corporation Project), 6.25% due 5/01/2010 6,809
AA- A1 6,790 Maine Housing Authority, Mortgage Purchase Revenue Bonds, AMT, Series C-2,
6.875% due 11/15/2023 6,562
Maryland--2.5%
AAA Aaa 1,000 Maryland State Health and Higher Educational Facilities Authority Revenue Bonds
(University of Maryland Medical Systems), Series B, 7% due 7/01/2022 (c) 1,050
NR* Aa 550 Montgomery County, Maryland, Housing Opportunities Commission, S/F Mortgage Revenue
Bonds, Series B, 6.65% due 7/01/2017 531
NR* A 5,000 Northeast Maryland Waste Disposal Authority, Solid Waste Revenue Bonds
(Montgomery County Resource Recovery Project), AMT, Series A, 6.20% due 7/01/2010 4,699
NR* Baa 3,750 Prince Georges County, Maryland, Hospital Revenue Bonds (Greater Southeast Healthcare
Systems), 6.375% due 1/01/2013 3,331
Massachusetts--8.7%
AAA Aaa 3,000 Chelsea, Massachusetts, School Project Loan Act of 1948, UT, 6.50% due 6/15/2012 (b) 2,993
Massachusetts Bay Transportation Authority Revenue Bonds:
A+ A 7,500 (General Transportation System), Series A, 7% due 3/01/2021 7,590
A+ A 4,270 Refunding (General Transportation System), Series A, 7% due 3/01/2011 4,396
A+ A 5,000 Refunding, Series B, 6% due 3/01/2012 4,620
Massachusetts State, HFA, Residential Development Revenue Bonds (g):
AAA Aaa 1,200 Series A, 6.875% due 11/15/2011 1,205
AAA Aaa 1,000 Series C, 6.90% due 11/15/2021 1,001
A+ A 3,400 Massachusetts State, Refunding, GO, Series B, 6.50% due 8/01/2008 3,400
A A 8,500 Massachusetts State Water Resource Authority Revenue Bonds, Series A,
6.50% due 7/15/2019 8,147
Michigan--6.3%
AAA Aaa 1,670 Battle Creek, Michigan, Water Supply System, Revenue Refunding Bonds,
4.75% due 9/01/2010 (b) 1,335
BBB Baa1 2,500 Dickinson County, Michigan, Economic Development Corporation, Solid Waste Disposal
Revenue Refunding Bonds (Champion International), 6.55% due 3/01/2007 2,420
BBB Baa1 2,000 Michigan State Hospital Finance Authority, Revenue Refunding Bonds (Hospital Pontiac
Osteopathic), Series A, 6% due 2/01/2014 1,702
A+ NR* 3,000 Michigan State Housing Development Authority, Rental Housing Revenue Refunding Bonds,
Series A, 6.65% due 4/01/2023 2,860
Michigan State Housing Development Authority, S/F Mortgage Revenue Bonds:
AA+ NR* 3,715 AMT, Series D, 6.85% due 6/01/2026 3,576
AA+ NR* 2,350 Series A, 6.875% due 6/01/2023 2,319
AA+ NR* 2,500 Series C, 6.50% due 6/01/2016 2,394
Michigan State Strategic Fund, Limited Obligation Revenue Bonds:
NR* P1 1,600 (Dow Chemical Co. Project), VRDN, AMT, 3.80% due 12/01/2014 (a) 1,600
AAA Aaa 2,000 Refunding (Detroit Edison Co.), Series B, 6.45% due 6/15/2024 (b) 1,916
AA Aa 5,000 University of Michigan, Hospital Revenue Refunding Bonds, Series A,
5.75% due 12/01/2012 4,472
<PAGE>
Minnesota--2.0%
Minnesota State, HFA, S/F Mortgage Revenue Bonds:
AA+ Aa 1,750 AMT, Series L, 6.70% due 7/01/2020 1,698
AA+ Aa 4,000 AMT, Series M, 6.70% due 7/01/2026 3,838
AA+ Aa 2,500 Series E, 6.80% due 7/01/2025 2,437
Mississippi--0.7%
AAA Aaa 2,075 De Soto County, Mississippi, School District Revenue Bonds, 4.75% due 2/01/2014 (d) 1,622
NR* P1 1,000 Jackson County, Mississippi, PCR, Refunding (Chevron USA, Inc. Project), VRDN,
3.40% due 6/01/2023 (a) 1,000
NR* P1 300 Jackson County, Mississippi, Port Facility Revenue Refunding Bonds (Chevron USA,
Inc. Project), VRDN, 3.40% due 6/01/2023 (a) 300
</TABLE>
<TABLE>
SCHEDULE OF INVESTMENTS (concluded) (in Thousands)
<CAPTION>
S&P Moody's Face Value
Ratings Ratings Amount Issue (Note 1a)
<C> <C> <C> <S> <C>
STATE
Nevada--0.6%
AAA Aaa $ 2,500 Washoe County, Nevada, Gas Facilities Revenue Bonds (Sierra Pacific Power Company),
AMT, 6.65% due 12/01/2017 (b) $ 2,389
New Jersey--1.0%
AAA Aaa 2,435 New Jersey State Housing and Mortgage Finance Agency Revenue Bonds (Home Buyer),
AMT, Series M, 6.95% due 10/01/2022 (d) 2,420
A A 1,500 New Jersey State Turnpike Authority, Turnpike Revenue Refunding Bonds, Series C,
6.50% due 1/01/2009 1,512
New Mexico--0.4%
A1+ P1 1,600 Farmington, New Mexico, PCR (Arizona Public Service Co.), VRDN, AMT, Series C,
3.60% due 9/01/2024 (a) 1,600
New York--0.1%
A1+ NR* 300 New York State Energy Research and Development Authority, PCR (Niagara Power
Corporation Project), VRDN, AMT, Series B, 3.70% due 7/01/2027 (a) 300
North Carolina--0.4%
NR* Aa1 1,400 Craven County, North Carolina, Industrial Facilities and Pollution Control Finance
Authority Revenue Bonds (Cravenwood Energy Project), VRDN, AMT, Series C,
3.85% due 5/01/2011 (a) 1,400
Ohio--2.3%
AAA Aaa 1,740 Lakota, Ohio, Local School District Revenue Bonds, UT, 7% due 12/01/2007 (b) 1,863
A+ NR* 3,000 Lorain, Ohio, Hospital Improvement Revenue Refunding Bonds (Lakeland Community
Hospital, Inc.), 6.50% due 11/15/2012 2,824
BBB- Baa2 5,000 Ohio State Air Quality Development Authority, PCR, Refunding (Ohio Edison), Series A,
5.95% due 5/15/2029 4,094
Pennsylvania--4.2%
AA Aa 2,000 Pennsylvania State HFA, S/F Mortgage Revenue Bonds, AMT, Series 42,
6.85% due 4/01/2025 1,932
BBB+ NR* 1,770 Pennsylvania State Higher Educational Facilities Authority, Revenue Refunding Bonds
(Drexel University), 6.375% due 5/01/2017 1,618
Philadelphia, Pennsylvania, Hospitals and Higher Educational Facilities Revenue Bonds:
BBB Baa1 2,000 (Frankford Hospital), Series A, 6% due 6/01/2014 1,700
BBB Baa1 2,500 (Frankford Hospital), Series A, 6% due 6/01/2023 2,033
BBB+ NR* 6,340 Refunding (Philadelphia Mental Retardation Project), 6.20% due 8/01/2011 5,722
AAA Aaa 3,500 Pittsburgh, Pennsylvania, Water and Sewer Authority, Revenue Refunding Bonds (Water
and Sewer System), Series A, 6.50% due 9/01/2013 (c) 3,488
<PAGE>
Rhode Island--0.4%
AA+ Aa 1,460 Rhode Island Housing and Mortgage Finance Corporation Revenue Bonds
(Homeownership Opportunity), Series 10-A, 6.50% due 4/01/2027 1,358
South Carolina--0.6%
NR* Aa 2,250 South Carolina State, Housing Finance and Development Authority, Mortgage Revenue
Bonds, Series A-1, 6.45% due 7/01/2017 2,122
Texas--5.5%
AAA Aaa 2,500 Coastal Bend Health Facilities Development Corporation, Texas, Revenue Bonds
(Incarnate Ward Health Service), Series A, 6.30% due 1/01/2017 (b) 2,347
Harris County, Texas, Health Facilities Development Corporation, Hospital Revenue
Bonds (Memorial Hospital Systems), Series A:
A- A 1,500 6.60% due 6/01/2014 1,417
A- A 1,500 6.625% due 6/01/2024 1,371
SP1+ MIG1+ 10,000 Houston, Texas, CP, TRAN, 4.50% due 6/29/1995 10,023
AA Aa 4,000 North Central, Texas, Health Facilities Development Corporation Revenue Bonds
(Baylor University Medical Center), INFLOS, Series A, 10.07% due 5/15/2016 (e) 4,000
AA+ Aa1 2,000 University of Texas, Refunding Bonds (Permanent University Fund), 6.50% due 7/01/2011 2,000
Utah--0.4%
A+ A1 1,810 Salt Lake City, Utah, Municipal Building Authority, Lease Revenue Bonds, 6% due
10/15/2014 1,621
Vermont--1.2%
A- A 5,000 Vermont Municipal Bond Bank, Series 2, 6.25% due 12/01/2019 4,614
Virginia--2.7%
Virginia State Housing Development Authority, Commonwealth Mortgage Revenue Bonds:
AA+ Aa 2,500 AMT, Series G, Subseries G-2, 6.65% due 1/01/2019 2,384
AA+ Aa 2,000 Series H, 6.50% due 7/01/2007 1,979
AA+ Aa 5,100 Series H, 6.85% due 7/01/2014 5,072
AA Aa 1,250 Virginia State Transportation Board, Transportation Contract Revenue Refunding
Bonds (Route 28 Project), 6.50% due 4/01/2018 1,225
Washington--9.4%
AA- A1 13,250 Seattle, Washington, Municipality of Metropolitan Seattle, Sewer Systems Revenue
Refunding Bonds, Series V, 6.20% due 1/01/2032 12,045
AAA Aaa 5,000 Snohomish County, Washington, Public Utilities District Number 001, Electric Revenue
Refunding Bonds (Generation Systems), 6% due 1/01/2018 (c) 4,483
AAA NR* 2,500 Washington State Housing Finance Commission, S/F Mortgage Revenue Refunding Bonds,
Series D, 6.95% due 7/01/2017 (g) (h) 2,486
Washington State Public Power Supply Systems, Revenue Bonds:
AAA Aaa 1,900 (Nuclear Power Project No. 3), Series B, 7.125% due 7/01/2016 (d) 1,994
AA Aa 4,950 Refunding (Nuclear Power Project No. 1), Series B, 7.25% due 7/01/2009 5,268
AA Aa 3,500 Refunding (Nuclear Power Project No. 1), Series B, 7.125% due 7/01/2016 3,619
AA Aa 5,000 Refunding (Nuclear Power Project No. 2), Series A, 6.25% due 7/01/2012 4,690
AA Aa 2,000 Refunding (Nuclear Power Project No. 2), Series B, 7% due 7/01/2012 1,992
Wisconsin--1.1%
NR* A 2,000 Wisconsin State Health and Educational Facilities Authority Revenue Refunding Bonds
(Saint Claire Hospital Project), 7% due 2/15/2011 1,945
AA Aa 2,250 Wisconsin State Housing and Economic Development Authority, Home Ownership Revenue
Bonds, AMT, Series D, 6.65% due 7/01/2025 2,111
<PAGE>
Wyoming--0.9%
BBB Baa3 2,000 Sweetwater County, Wyoming, Solid Waste Disposal Revenue Bonds (FMC Corp. Project),
AMT, Series B, 6.90% due 9/01/2024 1,871
AA Aa 1,500 Wyoming Community Development Authority, S/F Mortgage Revenue Bonds, AMT, Series H,
7.10% due 6/01/2012 1,509
Total Investments (Cost--$409,948)--99.8% 384,154
Other Assets Less Liabilities--0.2% 925
--------
Net Assets--100.0% $385,079
========
<FN>
(a)The interest rate is subject to change periodically based upon the prevailing market rate. The interest
rates shown are the rates in effect at October 31, 1994.
(b)AMBAC Insured.
(c)FGIC Insured.
(d)MBIA Insured.
(e)The interest rate is subject to change periodically and inversely based upon the prevailing market rate.
The rate shown is the interest rate in effect at October 31, 1994.
(f)Escrowed to maturity.
(g)FNMA Collateralized.
(h)GNMA Collateralized.
++Highest short-term rating by Moody's Investors Service, Inc.
*Not Rated.
Ratings of issues shown have not been audited by Deloitte and Touche LLP.
See Notes to Financial Statements.
</TABLE>
<TABLE>
STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
<CAPTION>
As of October 31, 1994
<S> <S> <C> <C>
Assets: Investments, at value (identified cost--$409,947,947) (Note 1a) $384,153,730
Cash 56,971
Receivables:
Securities sold $ 10,764,075
Interest 7,611,224 18,375,299
------------
Deferred organization expenses (Note 1e) 28,225
Prepaid expenses and other assets 25,839
------------
Total assets 402,640,064
------------
<PAGE>
Liabilities: Payables:
Securities purchased 16,757,785
Dividends to shareholders (Note 1g) 511,471
Investment adviser (Note 2) 155,939 17,425,195
------------
Accrued expenses and other liabilities 135,394
------------
Total liabilities 17,560,589
------------
Net Assets: Net assets $385,079,475
============
Capital: Capital Stock (200,000,000 shares authorized) (Note 4):
Preferred Stock, par value $.10 per share (2,700 shares of AMPS* issued
and outstanding at $50,000 per share liquidation preference) $135,000,000
Common Stock, par value $.10 per share (19,907,055 shares issued
and outstanding) $ 1,990,705
Paid-in capital in excess of par 277,543,484
Undistributed investment income--net 2,343,741
Accumulated realized capital losses--net (Note 5) (6,004,238)
Unrealized depreciation on investments--net (25,794,217)
------------
Total--Equivalent to $12.56 net asset value per share of Common Stock
(market price--$10.375) 250,079,475
------------
Total capital $385,079,475
============
*Auction Market Preferred Stock.
</TABLE>
<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
For the Year Ended October 31, 1994
<S> <S> <C> <C>
Investment Interest and amortization of premium and discount earned $ 24,280,160
Income (Note 1d):
Expenses: Investment advisory fees (Note 2) $ 2,069,443
Commission fees (Note 4) 395,265
Professional fees 80,429
Accounting services (Note 2) 72,261
Transfer agent fees 65,201
Printing and shareholder reports 50,716
Custodian fees 32,109
Directors' fees and expenses 27,505
Pricing fees 12,630
Listing fees 11,461
Amortization of organization expenses (Note 1e) 8,288
Other 15,253
<PAGE> ------------
Total expenses 2,840,561
------------
Investment income--net 21,439,599
------------
Realized & Realized loss on investments--net (6,004,219)
Unrealized Loss on Change in unrealized appreciation/depreciation on investments--net (44,336,422)
Investments--Net ------------
(Notes 1d & 3): Net Decrease in Net Assets Resulting from Operations $(28,901,042)
------------
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
For the For the Period
Year Ended March 29, 1993++
Increase (Decrease) in Net Assets: Oct. 31, 1994 to Oct. 31, 1993
<S> <S> <C> <C>
Operations: Investment income--net $ 21,439,599 $ 12,353,265
Realized gain (loss) on investments--net (6,004,219) 1,732,327
Change in unrealized appreciation/depreciation on investments--net (44,336,422) 18,542,205
------------ ------------
Net increase (decrease) in net assets resulting from operations (28,901,042) 32,627,797
------------ ------------
Dividends & Investment income--net:
Distributions to Common Stock (17,256,192) (8,942,826)
Shareholders Preferred Stock (3,546,657) (1,703,448)
(Note 1g): Realized gain on investments--net:
Common Stock (1,493,468) --
Preferred Stock (238,878) --
------------ ------------
Net decrease in net assets resulting from dividends and distributions
to shareholders (22,535,195) (10,646,274)
------------ ------------
Capital Stock Net proceeds from issuance of Common Stock -- 281,695,367
Transactions Proceeds from issuance of Preferred Stock -- 135,000,000
(Notes 1e & 4): Offering and underwriting costs resulting from the issuance of Preferred Stock 8,817 (2,270,000)
------------ ------------
Net increase in net assets derived from capital stock transactions 8,817 414,425,367
------------ ------------
<PAGE>
Net Assets: Total increase (decrease) in net assets (51,427,420) 436,406,890
Beginning of period 436,506,895 100,005
------------ ------------
End of period* $385,079,475 $436,506,895
============ ============
*Undistributed investment income--net $ 2,343,741 $ 1,706,991
============ ============
++Commencement of Operations.
See Notes to Financial Statements.
</TABLE>
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements. For the For the Period
Year Ended March 29, 1993++
Increase (Decrease) in Net Asset Value: Oct. 31, 1994 to Oct. 31, 1993
<S> <S> <C> <C>
Per Share Net asset value, beginning of period $ 15.15 $ 14.18
Operating ------------ ------------
Performance: Investment income--net 1.08 .62
Realized and unrealized gain (loss) on investments--net (2.53) 1.02
------------ ------------
Total from investment operations (1.45) 1.64
------------ ------------
Less dividends and distributions to Common Stock shareholders:
Investment income--net (.87) (.45)
Realized gain on investments--net (.08) --
------------ ------------
Total dividends and distributions to Common Stock shareholders (.95) (.45)
------------ ------------
Capital charge resulting from issuance of Common Stock -- (.02)
------------ ------------
Effect of Preferred Stock activity:++
Dividends and distributions to Preferred Stock shareholders:
Investment income--net (.18) (.09)
Realized gain on investments--net (.01) --
Capital charge resulting from issuance of Preferred Stock -- (.11)
------------ ------------
Total effect of Preferred Stock activity (.19) (.20)
------------ ------------
Net asset value, end of period $ 12.56 $ 15.15
============ ============
Market price per share, end of period $ 10.375 $ 14.625
============ ============
Total Investment Based on market price per share (23.56%) .53%+++
Return:** ============ ============
Based on net asset value per share (10.72%) 10.16%+++
============ ============
<PAGE>
Ratios to Average Expenses, net of reimbursement .68% .35%*
Net Assets:*** ============ ============
Expenses .68% .49%*
============ ============
Investment income--net 5.17% 5.17%*
============ ============
Supplemental Net assets, net of Preferred Stock, end of period (in thousands) $ 250,079 $ 301,507
Data: ============ ============
Preferred Stock outstanding, end of period (in thousands) $ 135,000 $ 135,000
============ ============
Portfolio turnover 114.56% 25.00%
============ ============
Dividends Per Series A--Investment income--net $ 1,287 $ 584
Share on Preferred Series B--Investment income--net 1,386 703
Stock Outstanding: Series C--Investment income--net 1,267 605
<FN>
++Commencement of Operations.
++++The Fund's Preferred Stock was issued on April 26, 1993.
+++Aggregate total investment return.
*Annualized.
**Total investment returns based on market value, which can be significantly greater
or lesser than the net asset value, result in substantially different returns.
Total investment returns exclude the effects of sales loads.
***Do not reflect the effect of dividends to Preferred Stock shareholders.
See Notes to Financial Statements.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
MuniVest Fund II, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a non-diversified, closed-end
management investment company. The Fund determines and makes
available for publication the net asset value of its Common Stock
on a weekly basis. The Fund's Common Stock is listed on the
New York Stock Exchange under the symbol MVT. The following is
a summary of significant accounting policies followed by the
Fund.
<PAGE>
(a) Valuation of investments--Municipal bonds are traded
primarily in the over-the-counter markets and are valued at the
most recent bid price or yield equivalent as obtained by the
Fund's pricing service from dealers that make markets in such
securities. Financial futures contracts, which are traded on
exchanges, are valued at their closing prices as of the close of
such exchanges. Options, which are traded on exchanges, are
valued at their last sale price as of the close of such exchanges
or, lacking any sales, at the last available bid price.
Securities with remaining maturities of sixty days or less are
valued at amortized cost, which approximates market value.
Securities for which market quotations are not readily available
are valued at fair value as determined in good faith by or under
the direction of the Board of Directors of the Fund.
(b) Financial futures contracts--The Fund may purchase or sell
interest rate futures contracts and options on such futures
contracts for the purpose of hedging the market risk on existing
securities or the intended purchase of securities. Futures
contracts are contracts for delayed delivery of securities at a
specific future date and at a specific price or yield. Upon
entering into a contract, the Fund deposits and maintains as
collateral such initial margin as required by the exchange on
which the transaction is effected. Pursuant to the contract, the
Fund agrees to receive from or pay to the broker an amount of
cash equal to the daily fluctuation in value of the contract.
Such receipts or payments are known as variation margin and are
recorded by the Fund as unrealized gains or losses. When the
contract is closed, the Fund records a realized gain or loss
equal to the difference between the value of the contract at the
time it was opened and the value at the time it was closed.
(c) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its
taxable income to its shareholders. Therefore, no Federal income
tax provision is required.
(d) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are
entered into (the trade dates). Interest income is recognized on
the accrual basis. Discounts and market premiums are amortized
into interest income. Realized gains and losses on security
transactions are determined on the identified cost basis.
(e) Deferred organization and offering expenses--Deferred
organization expenses are amortized on a straight-line basis over
a five-year period beginning with the commencement of operations
of the Fund. Direct expenses relating to the public offering of
the Fund's Common and Preferred Stocks were charged to capital at
the time of issuance of the shares.
(f) Non-income producing investments--Written and purchased
options are non-income producing investments.
<PAGE>
(g) Dividends and distributions--Dividends from net investment
income are declared and paid monthly. Distributions of capital
gains are recorded on the ex-dividend dates.
2. Investment Advisory Agreement and Transactions with
Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Fund Asset Management, L.P. ("FAM"). Effective January 1, 1994,
the investment advisory business of FAM was reorganized from a
corporation to a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with Merrill
Lynch & Co., Inc. ("ML & Co."). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of ML & Co. The limited partners are ML & Co. and
Fund Asset Management, Inc. ("FAMI"), which is also an indirect
wholly-owned subsidiary of ML & Co.
FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and
certain other services necessary to the operations of the Fund.
For such services, the Fund pays a monthly fee at an annual rate
of 0.50% of the Fund's average weekly net assets.
Accounting services are provided to the Fund by FAM at cost.
Certain officers and/or directors of the Fund are officers and/or
directors of FAM, FAMI, PSI, Merrill Lynch, Pierce, Fenner &
Smith Inc. ("MLPF&S"), and/or ML & Co.
3. Investments:
Purchases and sales of investments, excluding short-term
securities, for the year ended October 31, 1994 were $410,274,461
and $430,742,911, respectively.
Net realized and unrealized gains (losses) as of October 31, 1994
were as follows:
Realized Unrealized
Gains (Losses) Losses
Long-term investments $(11,379,077) $(25,764,051)
Short-term investments (155) (30,166)
Financial futures contracts 5,375,013 --
------------ ------------
Total $ (6,004,219) $(25,794,217)
============ ============
As of October 31, 1994, net unrealized depreciation for Federal
income tax purposes aggregated $25,794,217, of which $2,959
related to appreciated securities and $25,797,176 related to
depreciated securities. The aggregate cost of investments at
October 31, 1994 for Federal income tax purposes was
$409,947,947.
<PAGE>
4. Capital Stock Transactions:
The Fund is authorized to issue 200,000,000 shares of capital
stock, including Preferred Stock, par value $.10 per share, all
of which were initially classified as Common Stock. The Board of
Directors is authorized, however, to reclassify any unissued
shares of capital stock without approval of holders of Common
Stock.
Common Stock
For the year ended October 31, 1994, shares issued and
outstanding remained constant at 19,907,055. At October 31, 1994,
total paid-in capital amounted to $279,534,189.
Preferred Stock
Auction Market Preferred Stock ("AMPS") are shares of Preferred
Stock of the Fund that entitle their holders to receive cash
dividends at an annual rate that may vary for the successive
dividend periods. The yields in effect at October 31, 1994 were
as follows: Series A, 3.35%; Series B, 3.27%; and Series C,
3.30%.
In connection with the offering of AMPS, the Fund reclassified
2,700 shares of unissued capital stock as AMPS. For the year
ended October 31, 1994, there were 2,700 AMPS authorized, issued
and outstanding with a liquidation preference of $50,000 per
share, plus accumulated and unpaid dividends of $291,554.
Effective December 1, 1994, as a result of a two-for-one stock
split, there will be 5,400 AMPS shares with a liquidation
preference of $25,000 per share.
The Fund pays commissions to certain broker-dealers at the end
of each auction at the annual rate ranging from 0.25% to 0.375%,
calculated on the proceeds of each auction. For the year ended
October 31, 1994, MLPF&S, an affiliate of FAMI, earned $195,632
as commissions.
5. Capital Loss Carryforward:
At October 31, 1994, the Fund had a capital loss carryforward of
approximately $6,004,000, all of which expires in 2002. This
amount will be available to offset like amounts of any future
taxable gains.
6. Subsequent Event:
On November 8, 1994, the Fund's Board of Directors declared an
ordinary income dividend to Common Stock shareholders in the
amount of $0.073329 per share, payable on November 29, 1994 to
shareholders of record as of November 18, 1994.
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders,
MuniVest Fund II, Inc.:
We have audited the accompanying statement of assets, liabilities
and capital, including the schedule of investments, of MuniVest
Fund II, Inc. as of October 31, 1994, the related statements of
operations for the year then ended and changes in net assets and
the financial highlights for the year then ended and for the
period March 29, 1993 (commencement of operations) to October 31,
1993. These financial statements and the financial highlights are
the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at October 31, 1994 by correspondence with the
custodian and brokers. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such financial statements and financial
highlights present fairly, in all material respects, the
financial position of MuniVest Fund II, Inc. as of October 31,
1994, the results of its operations, the changes in its net
assets, and the financial highlights for the respective stated
periods in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Princeton, New Jersey
December 5, 1994
</AUDIT-REPORT>
<PAGE>
<TABLE>
IMPORTANT TAX INFORMATION (unaudited)
All of the net investment income distributions paid monthly by MuniVest Fund II, Inc.
during its taxable year ended October 31, 1994, qualify as tax-exempt interest dividends
for Federal income tax purposes. Additionally, the following table summarizes the per
share capital gains distributions paid by the Fund during the year:
<CAPTION>
Payable Short-Term Long-Term
Date Capital Gains Capital Gains
<S> <C> <C> <C>
Common Stock Shareholders 12/30/93 $ 0.075022 --
Preferred Stock Shareholders: Series A 12/09/93 $81.96 --
Series B 12/01/93 $98.64 --
Series C 11/26/93 $43.54 --
12/02/93 $31.84 --
12/09/93 $ 9.44 --
Please retain this information for your records.
</TABLE>
