AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1999
SCHEDULE 14A
(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 Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive proxy statement
|X| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNI YIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUNIYIELD MICHIGAN INSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
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(Name of Registrant as Specified in Its Charter)
Same as above
- --------------------------------------------------------------------------------
(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)(1) 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 (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(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 registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUINYIELD MICHIGAN INSURED FUND, INC.
**IMMEDIATE ATTENTION REQUIRED**
April 14, 1999
Dear Stockholder:
Recently, we distributed proxy material regarding the Annual Meeting
of Stockholders scheduled to take place on Wednesday, April 21, 1999. The
Fund's records indicate that as of February 24, 1999, ("Record Date" for the
Meeting) you were holding shares in one or more the Merrill Lynch Funds listed
above. All votes are vital no matter how many shares you hold and your shares
cannot be voted unless we receive your executed ballot or you are present at
the Meeting. If you have not already voted, we urge you to act promptly in
order to allow us to obtain a sufficient number of votes to hold the Meeting
as scheduled and avoid the possibility of a Meeting adjournment. In order for
your vote to be represented, we must receive your instructions on or before
WEDNESDAY, APRIL 21, 1999.
For your convenience, we have established three easy methods by which
to register your vote:
1) By Phone: Please call SHAREHOLDER COMMUNICATIONS CORPORATION
toll free at 1-800-645-4519. Representatives are
available to take your vote Monday through Friday
between the hours of 9:00 a.m. and 11:00 p.m. and
Saturday from 12:00 p.m. to 6:00 p.m. Eastern Time.
2) By Internet Visit www.proxyvote.com. Once there, enter the 12 digit
control number located on your proxy card.
3) By Mail: Return your executed proxy in the enclosed postage
paid envelope. Please utilize this option only if
methods 1 and 2 are unavailable, as we may not receive
your executed proxy by April 21, 1999.
For the reasons set forth in the Combined Proxy Statement dated March
18, 1999, your Board believes all the proposals are in the best interest of
stockholders and recommends a vote FOR all proposals. Please note that the
information regarding the required vote for Item 3, as described under
"Additional Information" in the Combined Proxy Statement, is amended as
follows:
With respect to a Fund's Common Stock, broker-dealer firms will not
be permitted to grant voting authority without instructions with
respect to amending the Fund's Articles Supplementary or Certificate
of Designation (Item 3). Shares of AMPS held in "street name,"
however, may be voted under certain conditions by broker-dealer firms
with respect to Item 3 and counted for purposes of establishing a
quorum if no instructions are received one business day before the
Meeting, or, if adjourned, one business day before the day to which
the Meeting is adjourned. These conditions include, among others,
that (i) at least 30% of the AMPS outstanding have voted on Item 3,
(ii) less than 10% of the AMPS outstanding have voted against Item 3
and (iii) holders of Common Stock have voted to approve Item 3. In
such instances, the broker-dealer firm will vote those shares of AMPS
on Item 3 in the same proportion as the votes cast by all holders of
AMPS who have voted on Item 3. Merrill Lynch, Pierce, Fenner & Smith
Incorporated has advised the Funds 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 (with
respect to Common Stock and AMPS) and 3 (with respect to AMPS only)
in the same proportion as the votes received from beneficial owners
of those shares for which instructions have been received, whether or
not held in nominee name.
If you have any questions regarding the meting agenda or the execution of your
proxy, please call SHAREHOLDER COMMUNICATIONS CORPORATION at the above
mentioned number.
IF YOU HAVE ALREADY VOTED YOUR SHARES, THANK YOU FOR PARTICIPATING AND PLEASE
DISREGARD THIS NOTICE.
Thank you for your prompt attention.
MUNIVEST FLORIDA FUND
MUNIVEST MICHIGAN INSURED FUND, INC.
MUNIVEST NEW JERSEY FUND, INC.
MUNIYIELD FLORIDA INSURED FUND
MUNIYIELD PENNSYLVANIA FUND
MUNIYIELD NEW JERSEY INSURED FUND, INC.
MUINYIELD MICHIGAN INSURED FUND, INC.
**IMMEDIATE ATTENTION REQUIRED**
April 14, 1999
Dear Stockholder:
Recently, we distributed proxy material regarding the Annual Meeting
of Stockholders scheduled to take place on Wednesday, April 21, 1999. The
Fund's records indicate that as of February 24, 1999, ("Record Date" for the
Meeting) you were holding shares in one or more the Merrill Lynch Funds listed
above. All votes are vital no matter how many shares you hold and your shares
cannot be voted unless we receive your executed ballot or you are present at
the Meeting. If you have not already voted, we urge you to act promptly in
order to allow us to obtain a sufficient number of votes to hold the Meeting
as scheduled and avoid the possibility of a Meeting adjournment. In order for
your vote to be represented, we must receive your instructions on or before
WEDNESDAY, APRIL 21, 1999.
For your convenience, we have established three easy methods by which
to register your vote:
1) By Touch-tone: Please refer to the "800" number provided on your
voting instruction form.
2) By Internet: Visit www.proxyvote.com. Once there, enter the 12
digit control number located on your proxy card.
3) By Mail: Return your executed proxy in the enclosed postage
paid envelope. Please utilize this option only if
methods 1 and 2 are unavailable, as we may not receive
your executed proxy by April 21, 1999.
For the reasons set forth in the Combined Proxy Statement dated March
18, 1999, your Board believes all the proposals are in the best interest of
stockholders and recommends a vote FOR all proposals. Please note that the
information regarding the required vote for Item 3, as described under
"Additional Information" in the Combined Proxy Statement, is amended as
follows:
With respect to a Fund's Common Stock, broker-dealer firms will not
be permitted to grant voting authority without instructions with
respect to amending the Fund's Articles Supplementary or Certificate
of Designation (Item 3). Shares of AMPS held in "street name,"
however, may be voted under certain conditions by broker-dealer firms
with respect to Item 3 and counted for purposes of establishing a
quorum if no instructions are received one business day before the
Meeting, or, if adjourned, one business day before the day to which
the Meeting is adjourned. These conditions include, among others,
that (i) at least 30% of the AMPS outstanding have voted on Item 3,
(ii) less than 10% of the AMPS outstanding have voted against Item 3
and (iii) holders of Common Stock have voted to approve Item 3. In
such instances, the broker-dealer firm will vote those shares of AMPS
on Item 3 in the same proportion as the votes cast by all holders of
AMPS who have voted on Item 3. Merrill Lynch, Pierce, Fenner & Smith
Incorporated has advised the Funds 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 (with
respect to Common Stock and AMPS) and 3 (with respect to AMPS only)
in the same proportion as the votes received from beneficial owners
of those shares for which instructions have been received, whether or
not held in nominee name.
If you have any questions regarding the meting agenda or the execution of your
proxy, please call SHAREHOLDER COMMUNICATIONS CORPORATION at the above
mentioned number.
IF YOU HAVE ALREADY VOTED YOUR SHARES, THANK YOU FOR PARTICIPATING AND PLEASE
DISREGARD THIS NOTICE.
Thank you for your prompt attention.