MUNIYIELD ARIZONA FUND II INC
DEFR14A, 1995-01-24
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<PAGE>
(Proxy Card Front)                                               COMMON STOCK
                         MUNIYIELD ARIZONA FUND, INC.
                                P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011

                                  P R O X Y
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   
          The  undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
     and Mark B.  Goldfus as proxies, each with the power to appoint his
     substitute, and hereby authorizes each  of them to represent and to
     vote, as  designated on the  reverse hereof,  all of the  shares of
     Common Stock of  MuniYield Arizona Fund, Inc. (the  "Fund") held of
     record by the undersigned on December 14, 1994 at a Special Meeting
     of Stockholders of the  Fund to be  held on March  10, 1995 or  any
     adjournment thereof. 
    
          THIS PROXY WHEN PROPERLY EXECUTED  WILL BE VOTED IN THE MANNER
     HEREIN DIRECTED BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS
     MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

                             (Continued and to be signed on the reverse side)

(Proxy Card Reverse)

1.   To consider and act upon a proposal to approve the Agreement and Plan of
     Reorganization between the Fund and MuniYield Arizona Fund II, Inc.
             FOR / /   AGAINST / /   ABSTAIN / /

2.   To consider and  act upon a proposal  to elect the following  persons as
     Directors of the Fund:
     
     FOR all nominees listed below     WITHHOLD AUTHORITY to vote
     (except as marked to the          for all nominees
     contrary below) / /             listed below / /

     (INSTRUCTION:  To withhold authority to vote for any individual nominee,
     strike a line through the nominee's name in the list below.)

     Herbert I. London, Robert R. Martin, Arthur Zeikel

3.   To consider and act upon a proposal  to ratify the selection of Deloitte
     & Touche LLP  as the independent auditors of  the Fund to serve  for the
     current fiscal year.
             FOR / /   AGAINST / /   ABSTAIN / /

4.   In the discretion of such proxies, upon such other  business as properly
     may come before the meeting or any adjournment thereof.



                                      1
<PAGE>
                         Please  sign exactly as  name appears hereon.   When
                         shares  are held by joint tenants, both should sign.
                         When   signing   as   attorney   or   as   executor,
                         administrator, trustee or guardian, please give full
                         title  as such.   If  a corporation, please  sign in
                         full corporate name by president or other authorized
                         officer.    If   a  partnership,   please  sign   in
                         partnership name by authorized persons.

                         Dated: _________________________, 1995

                         X ____________________________________
                                   Signature

                         X ____________________________________
                              Signature, if held jointly

PLEASE  MARK BOXES   OR (X) IN BLUE OR  BLACK INK.  SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                                      2
<PAGE>
(Proxy Card Front)                                             AUCTION MARKET
                                                              PREFERRED STOCK
                         MUNIYIELD ARIZONA FUND, INC.
                                P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011

                                  P R O X Y
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   
          The  undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
     and Mark B. Goldfus as proxies, each with the power to  appoint his
     substitute, and hereby authorizes each  of them to represent and to
     vote, as  designated on  the reverse hereof,  all of the  shares of
     Auction Market Preferred Stock of MuniYield Arizona Fund, Inc. (the
     "Fund") held of record by the undersigned on December 14, 1994 at a
     Special Meeting of Stockholders of the Fund to be held on March 10,
     1995 or any adjournment thereof.
    
          THIS PROXY WHEN PROPERLY EXECUTED  WILL BE VOTED IN THE MANNER
     HEREIN DIRECTED BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS
     MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

                             (Continued and to be signed on the reverse side)

(Proxy Card Reverse)

1.   To consider and act upon a proposal to approve the Agreement and Plan of
     Reorganization between the Fund and MuniYield Arizona Fund II, Inc.
             FOR / /   AGAINST / /   ABSTAIN / /

2.   To consider and  act upon a proposal  to elect the following  persons as
     Directors of the Fund:
     
     FOR all nominees listed below     WITHHOLD AUTHORITY to vote
     (except as marked to the          for all nominees
     contrary below) / /             listed below / /

     (INSTRUCTION:  To withhold authority to vote for any individual nominee,
     strike a line through the nominee's name in the list below.)

     Herbert I. London,  Robert R.  Martin, Joseph L.  May, Andre  F.  Perold,
     Arthur Zeikel

3.   To consider and act upon a proposal to ratify the selection  of Deloitte
     & Touche  LLP as the independent  auditors of the Fund to  serve for the
     current fiscal year.
             FOR / /   AGAINST / /   ABSTAIN / /

4.   In the discretion of such proxies, upon such other  business as properly
     may come before the meeting or any adjournment thereof.


                                      3
<PAGE>

                         Please  sign exactly as  name appears hereon.   When
                         shares  are held by joint tenants, both should sign.
                         When   signing   as   attorney   or   as   executor,
                         administrator, trustee or guardian, please give full
                         title  as such.   If a  corporation, please  sign in
                         full corporate name by president or other authorized
                         officer.     If  a   partnership,  please  sign   in
                         partnership name by authorized persons.

                         Dated: _________________________, 1995

                         X ____________________________________
                                   Signature

                         X ____________________________________
                              Signature, if held jointly

PLEASE  MARK BOXES   OR (X) IN BLUE OR  BLACK INK.  SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                                      4
<PAGE>
(Proxy Card Front)                                               COMMON STOCK

                       MUNIYIELD ARIZONA FUND II, INC.
                                P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011

                                  P R O X Y
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   
          The  undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
     and Mark B.  Goldfus as proxies, each with the power to appoint his
     substitute, and hereby authorizes each  of them to represent and to
     vote, as  designated on  the reverse hereof,  all of the  shares of
     Common Stock of  MuniYield Arizona Fund II, Inc.  (the "Fund") held
     of record by  the undersigned  on December  14, 1994  at a  Special
     Meeting of Stockholders of the Fund to be held on March 10, 1995 or
     any adjournment thereof.
    
          THIS PROXY WHEN PROPERLY EXECUTED  WILL BE VOTED IN THE MANNER
     HEREIN DIRECTED BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS
     MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

                             (Continued and to be signed on the reverse side)

(Proxy Card Reverse)

1.   To consider and act upon a proposal to approve the Agreement and Plan of
     Reorganization between the Fund and MuniYield Arizona Fund, Inc.
             FOR / /   AGAINST / /   ABSTAIN / /

2.   To consider and  act upon a proposal  to elect the following  persons as
     Directors of the Fund:
     
     FOR all nominees listed below     WITHHOLD AUTHORITY to vote
     (except as marked to the          for all nominees
     contrary below) / /             listed below / /

     (INSTRUCTION:  To withhold authority to vote for any individual nominee,
     strike a line through the nominee's name in the list below.)

     Herbert I. London, Robert R. Martin, Arthur Zeikel



3.   To consider and act upon a proposal to ratify the selection  of Deloitte
     &  Touche LLP as the  independent auditors of the  Fund to serve for the
     current fiscal year.
             FOR / /   AGAINST / /   ABSTAIN / /

4.   In the discretion of such proxies, upon such other business as  properly
     may come before the meeting or any adjournment thereof.


                                      5
<PAGE>
                         Please  sign exactly as  name appears hereon.   When
                         shares  are held by joint tenants, both should sign.
                         When   signing   as   attorney   or   as   executor,
                         administrator, trustee or guardian, please give full
                         title as  such.   If a  corporation, please  sign in
                         full corporate name by president or other authorized
                         officer.     If  a   partnership,  please   sign  in
                         partnership name by authorized persons.

                         Dated: _________________________, 1995

                         X ____________________________________
                                   Signature

                         X ____________________________________
                              Signature, if held jointly

PLEASE  MARK BOXES   OR (X) IN BLUE OR  BLACK INK.  SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                                      6
<PAGE>
(Proxy Card Front)                                             AUCTION MARKET
                                                              PREFERRED STOCK
                       MUNIYIELD ARIZONA FUND II, INC.
                                P.O. BOX 9011
                       PRINCETON, NEW JERSEY 08543-9011

                                  P R O X Y
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   
          The  undersigned hereby appoints Arthur Zeikel, Terry K. Glenn
     and Mark B. Goldfus as proxies, each  with the power to appoint his
     substitute, and hereby authorizes each  of them to represent and to
     vote, as  designated on  the reverse hereof,  all of the  shares of
     Auction  Market Preferred Stock of  MuniYield Arizona Fund II, Inc.
     (the "Fund") held of record by the undersigned on December 14, 1994
     at a  Special Meeting  of Stockholders of  the Fund  to be  held on
     March 10, 1995 or any adjournment thereof.
    
          THIS PROXY WHEN PROPERLY EXECUTED  WILL BE VOTED IN THE MANNER
     HEREIN DIRECTED BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS
     MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

                             (Continued and to be signed on the reverse side)

(Proxy Card Reverse)

1.   To consider and act upon a proposal to approve the Agreement and Plan of
     Reorganization between the Fund and MuniYield Arizona Fund, Inc.
             FOR / /   AGAINST / /   ABSTAIN / /

2.   To consider and  act upon a proposal  to elect the following  persons as
     Directors of the Fund:
     
     FOR all nominees listed below     WITHHOLD AUTHORITY to vote
     (except as marked to the          for all nominees
     contrary below) / /             listed below / /

     (INSTRUCTION:  To withhold authority to vote for any individual nominee,
     strike a line through the nominee's name in the list below.)

     Herbert I. London,  Robert R.  Martin, Joseph L.  May, Andre  F.  Perold,
     Arthur Zeikel

3.   To consider and act upon a proposal  to ratify the selection of Deloitte
     & Touche LLP  as the independent auditors  of the Fund to serve  for the
     current fiscal year.
             FOR / /   AGAINST / /   ABSTAIN / /

4.   In the discretion of such proxies, upon such other  business as properly
     may come before the meeting or any adjournment thereof.


                                      7
<PAGE>
                         Please  sign exactly as  name appears hereon.   When
                         shares  are held by joint tenants, both should sign.
                         When   signing   as   attorney   or   as   executor,
                         administrator, trustee or guardian, please give full
                         title as such.   If  a corporation,  please sign  in
                         full corporate name by president or other authorized
                         officer.     If  a   partnership,  please  sign   in
                         partnership name by authorized persons.

                         Dated: _________________________, 1995

                         X ____________________________________
                                   Signature

                         X ____________________________________
                              Signature, if held jointly

PLEASE  MARK BOXES   OR (X) IN BLUE OR  BLACK INK.  SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
                                      8



<PAGE>
                         MUNIYIELD ARIZONA FUND, INC.
                       MUNIYIELD ARIZONA FUND II, INC.

                   Supplement Dated January 23, 1995 to the
             Proxy Statement and Prospectus Dated January 4, 1995


     The special meetings of the stockholders of MuniYield Arizona Fund, Inc.
("Arizona I") and MuniYield Arizona  Fund II, Inc. ("Arizona II"), originally
scheduled to be held  on January 25, 1995, will be held  instead on March 10,
1995,  beginning at 9:00 A.M., New York time  for Arizona I and at 9:30 A.M.,
New York time for Arizona II.

     As of December 31, 1994, Kenneth  S. Axelson retired from the Boards  of
Directors  of Arizona  I  and Arizona  II and  will not  be standing  for re-
election to either Board.   Andr  F. Perold has been nominated by  each Board
to be  elected as a Director of  Arizona I by the holders  of Arizona I AMPS,
voting separately as a  class, and as a Director of Arizona II by the holders
of  Arizona II  AMPS, voting  separately as  a class.   The biography  of Mr.
Perold may be found on page 54 of the Proxy Statement and Prospectus.

                                      1




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