MERRILL LYNCH CORPORATE HIGH YIELD FUND II INC, DEF 14A, 1997-08-26

MERRILL LYNCH CORPORATE HIGH YIELD FUND II INC
DEF 14A, 1997-08-26

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<PAGE>

As filed with the Securities and Exchange Commission on August 26, 1997

SCHEDULE 14A INFORMATION
(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
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

Corporate High Yield Fund II, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(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)(4) 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:/1/

- --------------------------------------------------------------------------------

(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 registration 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:

- --------------------------------------------------------------------------------

Notes:
- -----------------
/1/ Set forth the amount on which the filing fee is calculated and state how it
was deterined.

<PAGE>

CORPORATE HIGH YIELD FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 9, 1997
------------------------

TO THE STOCKHOLDERS OF CORPORATE HIGH YIELD FUND II, INC.:

Notice is hereby given that the Annual Meeting of Stockholders (the
'Meeting') of Corporate High Yield Fund II, Inc. (the 'Fund') will be held at
the offices of Merrill Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill
Road, Plainsboro, New Jersey 08536, on Thursday, October 9, 1997 at 10:00 a.m.
for the following purposes:

(1) To elect a Board of Directors to serve for the ensuing year;

(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on August 12, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.

A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after September 25, 1997, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.

By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary

Plainsboro, New Jersey
Dated: August 26, 1997

<PAGE>

PROXY STATEMENT

------------------------

CORPORATE HIGH YIELD FUND II, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011

------------------------

ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 9, 1997

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Corporate High Yield Fund II,
Inc., a Maryland corporation (the 'Fund'), to be voted at the Annual Meeting of
Stockholders of the Fund (the 'Meeting'), to be held at the offices of Merrill
Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road, Plainsboro, New
Jersey 08536, on Thursday, October 9, 1997 at 10:00 a.m. The approximate mailing
date of this Proxy Statement is August 28, 1997.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year and for the ratification of the selection of independent auditors
to serve for the Fund's current fiscal year. Any proxy may be revoked at any
time prior to the exercise thereof by giving written notice to the Secretary of
the Fund at the Fund's address indicated above or by voting in person at the
Meeting.

The Board of Directors has fixed the close of business on August 12, 1997
as the record date (the 'Record Date') for the determination of stockholders
entitled to notice of and to vote at the Meeting and at any adjournment thereof.
Stockholders on the Record Date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of the Record Date, the
Fund had outstanding 8,845,141 shares of common stock, par value $.10 per share
('Common Stock'). To the knowledge of the Fund, as of the Record Date, no person
was the beneficial owner of more than five percent of the outstanding shares of
Common Stock.

The Board of Directors of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.

ITEM 1. ELECTION OF DIRECTORS

At the Meeting, the Board of Directors will be elected to serve until the

next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) in favor of the six (6)
persons designated as directors to be elected by holders of Common Stock. The
Board of Directors of the Fund knows of no reason why any of these nominees will
be unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominee or nominees as the Board of
Directors may recommend.

<PAGE>

Certain information concerning the nominees is set forth as follows:

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE THE RECORD DATE
--------------------------- ---- --------------------------- -------- ---------------
<S> <C> <C> <C> <C>
Joe Grills(1)(2) ......................... 62 Member of the Committee of Investment of 1994 0
183 Soundview Lane Employee Benefit Assets of the Financial
New Canaan, Connecticut 06840 Executives Institute ('CIEBA') since
1986; member of CIEBA's Executive
Committee since 1988 and its Chairman
from 1991 to 1992; Assistant Treasurer
of International Business Machines
Corporation ('IBM') and Chief Investment
Officer of IBM Retirement Funds from
1986 until 1993; Member of the
Investment Advisory Committee of the
State of New York Common Retirement
Fund; Member of the Investment Advisory
Committee of the Howard Hughes Medical
Institute; Director, Duke Management
Company and LaSalle Street Fund since
1995; Director, Kimco Realty Corporation
since January 1997.

Walter Mintz(1)(2) ....................... 68 Special Limited Partner of Cumberland 1993 0
1114 Avenue of the Americas Associates (investment partnership)
New York, New York 10036 since 1982.

Robert S. Salomon, Jr.(1)(2) ............. 60 Principal of STI Management (investment 1996 0
106 Dolphin Cove Quay adviser); Director, Common Fund and the
Stamford, Connecticut 06902 Norwalk Community Technical College
Foundation; Chairman and CEO of Salomon
Brothers Asset Management from 1992
until 1995; Chairman of Salomon Brothers
equity mutual funds from 1992 until
1995; Director of Stock Research and

U.S. Equity Strategist at Salomon
Brothers from 1975 until 1991.
</TABLE>

<PAGE>

Stephen B. Swensrud(1)(2) ................ 64 Chairman of Fernwood Associates (financial 1993 0
24 Federal Street consultants) since 1975.
Suite 400
Boston, Massachusetts 02110

Arthur Zeikel(1)(3) ...................... 65 President of Fund Asset Management, L.P. 1993 0
P.O. Box 9011 ('FAM') (which term as used herein
Princeton, New Jersey 08543-9011 includes its corporate predecessors)
since 1977; President of MLAM (which
term as used herein includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ('Princeton Services')
since 1993; Executive Vice President of
Merrill Lynch & Co., Inc. ('ML&Co.')
since 1990; Director of Merrill Lynch
Funds Distributor, Inc. ('MLFD') since
1977.
</TABLE>

- ------------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser.

(2) Member of the Audit Committee of the Board of Directors.

(3) Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.

Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
'interested persons' of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of the
annual audit conducted by the Fund's independent auditors and the evaluation by
such auditors of the accounting procedures followed by the Fund. The
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. The Board of Directors does not have a
nominating committee.

During the fiscal year ended August 31, 1997, the Board of Directors held
five meetings and the Audit Committee held four meetings. Each of the Directors
then in office attended at least 75% of the aggregate of the

<PAGE>

total number of meetings of the Board of Directors and, if a member, of the
total number of meetings of the Audit Committee held during the period for which
he served.

Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission (the 'SEC') and the New York Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.

Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act, i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser, have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.

Interested Persons. The Fund considered Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the positions he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the President of FAM and MLAM.

Compensation of Directors. FAM, the investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML&Co. or its subsidiaries. The Fund pays each Director not
affiliated with the investment adviser (each a 'non-affiliated Director') a fee
of $2,000 per year plus $500 per regular meeting attended, together with such

Director's actual out-of-pocket expenses relating to attendance at meetings. The
Fund also pays each member of its Audit Committee a fee of $2,000 per year plus
$500 per meeting attended, together with such Director's out-of-pocket expenses
relating to attendance at such meetings. These fees and expenses aggregated
$49,954 for the fiscal year ended August 31, 1996.

The following table sets forth for the fiscal year ended August 31, 1997
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1996, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM Advised
Funds'), to the non-affiliated Directors.

<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
PENSION OR FROM FUND AND
RETIREMENT BENEFITS FAM/MLAM ADVISED
NAME OF COMPENSATION ACCRUED AS PART FUNDS PAID TO
DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- -------------------- ------------ -------------------- ----------------
<S> <C> <C> <C>
Joe Grills(1)............................................ $8,000 None $167,000
Walter Mintz(1).......................................... $8,000 None $164,000
Robert S. Salomon, Jr.(1)(2)............................. $8,000 None $187,167
Melvin R. Seiden(1)...................................... $8,000 None $164,000
Stephen B. Swensrud(1)................................... $8,000 None $154,250
</TABLE>

(Footnotes on next page)

<PAGE>

(Footnotes from previous page)

- ------------------

(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (19 registered investment companies consisting of 47 portfolios); Mr.
Mintz (18 registered investment companies consisting of 37 portfolios); Mr.
Salomon (18 registered investment companies consisting of 37 portfolios);
Mr. Seiden (18 registered investment companies consisting of 37 portfolios);
Mr. Swensrud (21 registered investment companies consisting of 52
portfolios).

Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:

<TABLE>
<CAPTION>
OFFICER

NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------- ------ --- -------
<S> <C> <C> <C>
Arthur Zeikel......................................................... President 65 1993
President of FAM since 1977; President of MLAM since 1977; President
and Director of Princeton Services since 1993; Executive Vice
President of ML&Co. since 1990; Director of MLFD since 1977.
Terry K. Glenn........................................................ Executive Vice President 56 1993
Executive Vice President of FAM and MLAM since 1983; Executive Vice
President and Director of Princeton Services since 1993;
President of MLFD since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
Joseph T. Monagle, Jr................................................. Senior Vice President 49 1997
Senior Vice President of FAM and MLAM since 1990.
Vincent T. Lathbury, III.............................................. Vice President 56 1993
Vice President of MLAM since 1982; Portfolio Manager of FAM and MLAM
since 1982.
Elizabeth Phillips.................................................... Vice President 47 1993
Vice President of MLAM since 1990; Vice President, Debt Rating
Department, Standard & Poor's Corporation from 1985 to 1990.
Donald C. Burke....................................................... Vice President 37 1993
Vice President and Director of Taxation of MLAM since 1990; Employee
of Deloitte & Touche LLP from 1982 to 1990.
Gerald M. Richard..................................................... Treasurer 48 1993
Senior Vice President and Treasurer of FAM and MLAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993; Treasurer of MLFD since 1984 and Vice President of MLFD
since 1981.
Patrick D. Sweeney.................................................... Secretary 43 1997
Vice President of MLAM and FAM since 1990.
</TABLE>

Stock Ownership. At the Record Date, the Directors and officers of the
Fund as a group (13 persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, an officer
and a Director of the Fund, and the officers of the Fund owned an aggregate of
less than 1% of the outstanding shares of common stock of ML&Co.

<PAGE>

ITEM 2. SELECTION OF INDEPENDENT AUDITORS

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ('D&T') to examine the financial statements of the Fund for the
current fiscal year. The Fund knows of no direct or indirect financial interest
of D&T in the Fund. Such appointment is subject to ratification or rejection by
the stockholders of the Fund. Unless a contrary specification is made, the
accompanying proxy will be voted in favor of ratifying the selection of such
auditors.

D&T also acts as independent auditors for ML&Co. and all of its

subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Directors of the Fund considered the fact that D&T has
been retained as the independent auditors for ML&Co. and the other entities
described above in its evaluation of the independence of D&T with respect to the
Fund.

Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.

ADDITIONAL INFORMATION

The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.

In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.

Approval of Items 1 and 2 will require the affirmative vote of a majority
of votes cast by the Fund's shareholders, voting in person or by proxy, at a
meeting in which a quorum is duly constituted.

Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('MLPF&S'), holding Fund shares in 'street name' for the benefit of
their customers and clients will request the instructions of such customers and
clients on how to vote their shares on each Item before the Meeting. The Fund
understands that, under the rules of the New York Stock Exchange, such
broker-dealer firms may, without instructions from their customers and clients,
grant authority to the proxies designated to vote on the election of Directors
(Item 1) and ratification of the selection of independent auditors (Item 2) if
no instructions have been received prior to the date specified in the
broker-dealer firm's request for voting instructions. Accordingly, the Fund will
include shares held of record by broker-dealers as to which such authority has
been granted in its tabulation of the total number of votes present for purposes
of determining whether the necessary quorum of stockholders exists. Proxies that
are returned but that are marked 'abstain' or on which a broker-dealer has
declined to vote on any proposal ('broker non-votes') will be counted as present
for the purposes of a quorum. MLPF&S has advised the Fund that it intends to
exercise discretion over shares held in its name for which no instructions have
been received by voting such shares on Items 1 and 2 in the same proportion as
it has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast. Abstentions and broker non-
votes, therefore, will have no effect on the vote on Item 1 or Item 2.

<PAGE>

ADDRESS OF INVESTMENT ADVISER

The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.

ANNUAL REPORT DELIVERY

The Fund will furnish, without charge, a copy of its annual report for
fiscal year ended August 31, 1997 to any stockholder upon request. Such requests
should be directed to Corporate High Yield Fund II, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Patrick D. Sweeney, Secretary
or to 1-800-456-4587 ext. 123.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at the next Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in October 1998,
and desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by April 28, 1998.

By Order of the Board of Directors
PATRICK D. SWEENEY
Secretary

Dated: August 26, 1997

<PAGE>

CORPORATE HIGH YIELD 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 Ira P.
Shapiro as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the Common Stock of Corporate High Yield Fund II, Inc. (the "Fund") held of
record by the undersigned on August 12, 1997 at the annual meeting of
stockholders of the Fund to be held on October 9, 1997 or any adjournment
thereof.

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2.

(Continued and to be signed on the reverse side)

<PAGE>

1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) / / nominees listed
below / /

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden, Stephen B.
Swensrud, Arthur Zeikel

<TABLE>
<S> <C>
2. Proposal to ratify the selection of Deloitte & Touche LLP FOR / / AGAINST / / ABSTAIN / /
as the independent auditors of the Fund to serve for the
current fiscal year.
</TABLE>

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

<TABLE>
<S> <C>
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 ______________________________________________, 1997

X ________________________________________________________
Signature

X ________________________________________________________
Signature, if held jointly
</TABLE>

Please mark boxes /// or /x/ in blue or black ink. Sign, Date and Return the
Proxy Card Promptly Using the Enclosed Envelope.