-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvqhF0Ja3VgWUHd5BEdEWQr0nQb8bpOCvXZxytxN5man668Dvr0Laz51DRMT0uEJ 3Xb2Z1m5odG/t24kTwNh1w== 0000905148-00-002395.txt : 20001205 0000905148-00-002395.hdr.sgml : 20001205 ACCESSION NUMBER: 0000905148-00-002395 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUNIHOLDINGS CALIFORNIA INSURED FUND CENTRAL INDEX KEY: 0001051004 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223559052 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-08573 FILM NUMBER: 782826 BUSINESS ADDRESS: STREET 1: MERRILL LYNCH INVESTMENT MANAGERS STREET 2: 800 SCUDDERS MILL RD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 6092823087 MAIL ADDRESS: STREET 1: MERRILL LYNCH INVESTMENT MANAGERS STREET 2: PO BOX 9011 INFORMATION SYSTEMS SEC 2-B, CITY: PRINCETON STATE: NJ ZIP: 08543-9011 FORMER COMPANY: FORMER CONFORMED NAME: MUNIHOLDINGS CALIFORNIA INSURED FUND II INC/ DATE OF NAME CHANGE: 19980120 FORMER COMPANY: FORMER CONFORMED NAME: MUNIHOLDINGS CALIFORNIA FUND INC/ DATE OF NAME CHANGE: 19971218 FORMER COMPANY: FORMER CONFORMED NAME: MUNIHOLDINGS CALIFORNIA INSURED FUND II INC DATE OF NAME CHANGE: 19971208 DEFA14A 1 0001.txt T:\EDGAR\BORREGGINE\CALIFORNIA.TXT As filed with the Securities and Exchange Commission on December 4, 2000 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 / / Definitive Proxy Statement /x/ Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-12 / / Confidential, for Use of the Commission Only (as permitted by rule 14a-6(e)(2)) MUNIHOLDINGS CALIFORNIA INSURED FUND, 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)(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 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: - ------------------------------------------------------------------- [Logo Omitted] Merrill Lynch Investment Managers YOUR VOTE COUNTS. PLEASE VOTE TODAY! Dear Shareholder: Recently, you were mailed proxy materials asking you to consider and vote on a reorganization involving a fund you own, as highlighted in the box below. - ------------------------------------------------------------------------------ MuniHoldings California Insured Fund V, Inc. into MuniHoldings California Insured Fund, Inc. - ------------------------------------------------------------------------------ There are three reasons we are proposing to reorganize the funds. First, the surviving fund is expected to have a lower expense ratio, which should result in a higher yield for shareholders. Second, a larger fund will provide greater liquidity in the marketplace than the smaller funds can currently offer. This becomes very important as clients buy and sell shares. Third, funds with more assets generally boost their profile in the marketplace, leading to more street research, analyst coverage and generally creating more interest in the products. We believe that the reorganization should make the surviving fund more attractive in the marketplace, which should benefit all of the funds' shareholders. For your information, we have also included a question and answer sheet that addresses frequently asked questions about the reorganization. The Board of Directors of each Fund has carefully reviewed the proposals relating to each Fund, which are described in the proxy materials previously sent to you. For the reasons outlined in the proxy statement, the Board of Directors unanimously recommends a vote in favor of each proposal. In order for your vote to be counted and to avoid further solicitation, we must receive your voting instructions on or before December 13, 2000. If you have any questions regarding the meeting agenda or the execution of your proxy, please call Shareholder Communications Corporation at 1-800-371-9115. Here is how you can vote your proxy. [GRAPHIC OMITTED] [GRAPHIC OMITTED] [GRAPHIC OMITTED] By Phone By Internet By Mail Please call Access website Return your Shareholder www.proxyvote.com executed proxy Communications and enter the 12-digit in the enclosed Corporation toll free control number postage paid at 1-800-371-9115. printed on your envelope. Please Representatives are proxy card. If you use this option available to take wish to vote via only if the other your vote Monday Internet, you must two methods are through Friday do so no later than unavailable, as we between the hours 4:00 p.m. Eastern may not receive your of 9:00 a.m. and Time on December executed proxy by 11:00 p.m. and 12, 2000. After that December 13, 2000. Saturday from time, you must use 12:00 p.m. to one of the other 6:00 p.m. Eastern voting options. Time. - ------------------------------------------------------------------------------- REMEMBER, YOUR VOTE COUNTS. PLEASE VOTE TODAY. Please take the time to vote your shares in order to reduce the need for additional costly solicitation efforts or Meeting adjournments. - ------------------------------------------------------------------------------- Merrill Lynch Investment Managers -----END PRIVACY-ENHANCED MESSAGE-----