0000891092-01-500643.txt : 20011008
0000891092-01-500643.hdr.sgml : 20011008
ACCESSION NUMBER: 0000891092-01-500643
CONFORMED SUBMISSION TYPE: DEFA14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010919
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MUNIYIELD FUND INC
CENTRAL INDEX KEY: 0000879361
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DEFA14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 811-06414
FILM NUMBER: 1740078
BUSINESS ADDRESS:
STREET 1: 800 SCUDDERS MILL RD
CITY: PLAINSBORO
STATE: NJ
ZIP: 08543-9011
BUSINESS PHONE: 6092822800
MAIL ADDRESS:
STREET 1: PO BOX 9011
STREET 2: C/O MERRILL LYNCH ASSET MANAGEMENT
CITY: PRINCETON
STATE: NJ
ZIP: 08543-9011
DEFA14A
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file001.txt
FORM DEFA14A
As filed with the Securities and Exchange Commission on September 19, 2001
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrants [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-11(c) or Rule 14a-12
MuniYield Fund, Inc.
P.O. Box 9011 Princeton, New Jersey 08543-9011
----------------------------------------------------
(Name of Registrants as Specified In Their Charters)
SAME AS ABOVE
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 0-11:1 (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
[ ] 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:
__________________________________________________________________________
MERRILL LYNCH MUNICIPAL STRATEGY FUND, INC.
Dear Stockholder:
You are being asked to consider a transaction involving the Fund listed above.
The transaction is a reorganization of similar funds in which MuniYield Fund,
Inc. ("MuniYield" or the "Surviving Fund") will acquire Merrill Lynch Municipal
Strategy Fund, Inc. ("Municipal Strategy" or the "Acquired Fund").
On October 24, 2001, Municipal Strategy will hold a Special Meeting of
Stockholders to consider the Reorganization. The Reorganization must be approved
by the stockholders of Municipal Strategy. A proxy statement and prospectus,
which provides information about the proposed Reorganization and about each
Fund, is enclosed along with a Question and Answer sheet that addresses
frequently asked questions.
You are being asked to approve the Agreement and Plan of Reorganization between
the Funds pursuant to which MuniYield will acquire substantially all of the
assets and assume substantially all of the liabilities of Municipal Strategy in
exchange for (1) newly issued shares of common stock of MuniYield and (2) shares
of a newly created series of Auction Market Preferred Stock of MuniYield to be
designated Series F, as described in the proxy statement and prospectus.
The Board of Directors of Municipal Strategy has reviewed the proposed
Reorganization and recommends that you vote FOR the proposed Reorganization
after carefully reviewing the enclosed materials.
Your vote is important. Please take a moment now to sign, date and return your
proxy card in the enclosed postage paid return envelope. You may vote by
telephone by calling 1-800-690-6903 and entering the 12-digit control number
located on your proxy card. You may also vote via the Internet by visiting
www.proxyvote.com and entering the 12-digit control number located on your proxy
card. If we do not hear from you after a reasonable amount of time, you may
receive a telephone call from our proxy solicitor, Georgeson Shareholder,
reminding you to vote your shares. If you have any questions regarding the proxy
materials or need assistance in voting your shares, please contact Georgeson
Shareholder at 1-888-856-3062.
Sincerely,
Alice A. Pellegrino
Secretary
Merrill Lynch Municipal Strategy Fund, Inc.
Frequently Asked Questions
In this Question and Answer Sheet, we will refer to MuniYield Fund, Inc.
as MuniYield and Merrill Lynch Municipal Strategy Fund, Inc. as Municipal
Strategy.
Q. Why am I receiving this proxy?
A. As a stockholder of Municipal Strategy, you are being asked to consider a
transaction in which your Fund will be acquired by MuniYield. This
transaction is referred to in this question and answer sheet as the
Reorganization. This proxy is being sent to all: (1) stockholders of
common stock of Municipal Strategy, and (2) holders of Auction Market
Preferred Stock ("AMPS") of Municipal Strategy. The Reorganization only
requires the vote of these stockholders. The Reorganization does not
require the vote of the holders of shares of common stock or AMPS of
MuniYield.
Q. Which Fund will be the Surviving Fund and which Fund will be the Acquired
Fund in the Reorganization?
A. MuniYield will be the Surviving Fund. Municipal Strategy will be the
Acquired Fund. The Surviving Fund is an exchange-listed closed-end fund
whereas Municipal Strategy is a continuously offered closed-end fund.
Q. How will the Reorganization benefit stockholders?
A. Stockholders should consider the following:
o After the Reorganization, stockholders of Municipal Strategy will be
invested in a substantially larger, non-diversified, closed-end fund
with an investment objective and policies substantially similar to
Municipal Strategy's investment objective and policies.
o After the Reorganization, Municipal Strategy's common stockholders
are expected to experience:
o lower expenses per share,
o economies of scale, and
o greater flexibility in portfolio management;
o After the Reorganization, Municipal Strategy common stockholders
will no longer be subject to
o a separate administrative fee,
o expenses associated with required annual prospectus updates,
o expenses of conducting quarterly tender offers, or
o a contingent deferred sales charge ("CDSC") upon the sale of
shares held for less than three years; and
o After the Reorganization, Municipal Strategy common stockholders
will be able to sell their shares of common stock on each day that
the New York Stock Exchange ("NYSE") is open for trading at the
market price; the market price may be higher or lower than the net
asset value of the shares and transactions in shares may be subject
to brokerage commissions or other charges. Shareholders of Municipal
Strategy will no longer be able to redeem their shares at net asset
value once per quarter. The Reorganization will neither directly
benefit nor adversely affect the holders of shares of any series of
AMPS of either Fund. The expenses of the Reorganization will not be
borne by the holders of shares of AMPS of either Fund.
Q. Will the Reorganization change my privileges as a stockholder?
A. Your rights as a stockholder will not change in any substantial way as a
result of the Reorganization. In addition, the stockholder services
available to you after the Reorganization will be substantially the same
as the stockholder services currently available to you.
Q. If I own shares of common stock of Municipal Strategy, will I own the same
number of shares of common stock of MuniYield after the Reorganization as
I currently own?
A. No. You will receive shares of common stock of MuniYield with the same
aggregate net asset value as the shares of common stock of Municipal
Strategy you own on the business day prior to the closing date of the
Reorganization (the "Valuation Date"). The number of shares you receive
will depend on the relative net asset values of the shares of common stock
of the Funds on that date.
For example, let us assume that you own 10 shares of common stock of
Municipal Strategy. If the net asset value of Municipal Strategy common
stock on the Valuation Date is $6 per share, and the net asset value of
MuniYield common stock on the Valuation Date is $12 per share, you will
receive 5 shares of MuniYield common stock in the Reorganization. The
aggregate net asset value of your investment will not change. (10 shares
of Municipal Strategy common stock x $6 = $60; 5 shares of MuniYield
common stock x $12 = $60).
Thus, if on the Valuation Date the net asset value of the common stock of
MuniYield is higher than the net asset value of the common stock of
Municipal Strategy, you will receive fewer shares of common stock of
MuniYield in the Reorganization than you held in Municipal Strategy before
the Reorganization. On the other hand, if the net asset value of the
common stock of MuniYield is lower than the net asset value of the common
stock of Municipal Strategy, you will receive a greater number of shares
of common stock of MuniYield in the Reorganization. The aggregate net
asset value of your shares after the Reorganization will be the same as
before the Reorganization except that you may
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receive cash in lieu of fractional shares of MuniYield.
Note that because MuniYield is traded on the NYSE, the shares you receive
will have both a net asset value and a market price. The market price
reflects what other investors think the shares are worth and may be higher
or lower than the net asset value.
Q. Should I send in my stock certificates now?
A. No. After the Reorganization is completed, we will send holders of common
stock of Municipal Strategy written instructions for exchanging their
stock certificates. Municipal Strategy stockholders should exchange their
stock certificates promptly after the Reorganization in order to continue
to receive dividend payments on their shares. Dividends declared will
accrue but payments will not be made until the stock certificates for
Municipal Strategy are surrendered and exchanged for stock certificates of
the Surviving Fund. Holders of AMPS will not be required to surrender
their stock certificates. All exchanges of AMPS will be accomplished by
book entry. Stockholders of MuniYield will keep their stock certificates.
Q. What are the tax consequences for stockholders?
A. The Reorganization is structured as a tax-free transaction so that the
completion of the Reorganization itself will not result in Federal income
tax liability for stockholders of either Fund, except for taxes on any
cash received for a fractional share of common stock.
Q. Who will manage the Surviving Fund after the Reorganization?
A. Fund Asset Management L.P. serves as the investment adviser for both Funds
and will be the investment adviser of the Surviving Fund after the
Reorganization. Roberto W. Roffo currently serves as the portfolio manager
for each Fund and will continue to serve as the portfolio manager for the
Surviving Fund after the Reorganization.
Q. Will there be a Stockholders' Meeting for Municipal Strategy?
A. Yes, a Special Stockholders' Meeting for Municipal Strategy will be held
at 9:30 a.m. on October 24, 2001, at 800 Scudders Mill Road, Plainsboro,
New Jersey.
Q. Why is my vote important?
A. Approval of the Reorganization requires the affirmative vote of
stockholders representing a majority of the outstanding shares of common
stock and AMPS of Municipal Strategy, voting together as a single class,
and a majority of the outstanding shares of AMPS of Municipal Strategy,
voting as a separate class. For purposes of any vote at a Meeting that
requires the approval of the outstanding shares of common stock and AMPS
of Municipal Strategy, a quorum consists of a majority of the outstanding
shares of common stock and AMPS entitled to vote at that Meeting. The
Board of Directors of Municipal Strategy urges every stockholder to vote.
Please read all proxy materials thoroughly before casting your vote.
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Q. How can I vote?
A. You may vote by signing and returning your proxy card in the enclosed
postage-paid envelope. You may also vote your shares on the Internet at
http://www.proxyvote.com. On the Internet you will be asked for a control
number that you received in your proxy mailing. You may also vote by
telephone by calling the "800" number printed on your voting instruction
form. Finally, you may vote in person at the Stockholders' Meeting. If you
submitted a proxy by mail, by telephone or on the Internet, you may
withdraw it at the Meeting and then vote in person at the Meeting or you
may submit a superseding proxy by mail, by telephone or on the Internet.
Q. Has Municipal Strategy retained a proxy solicitation firm?
A. Yes, the Municipal Strategy has hired Georgeson Shareholder to assist in
the solicitation of proxies for the Meeting. While the Fund expects most
proxies to be returned by mail, the Fund may also solicit proxies by
telephone, fax, telegraph or personal interview.
Q. What if there are not enough votes to reach a quorum by the scheduled
meeting date?
A. In order to ensure that we receive enough votes, we may need to take
further action. We or our proxy solicitation firm may contact you by mail
or telephone. Therefore, we encourage stockholders to vote as soon as they
review the enclosed proxy materials to avoid additional mailings or
telephone calls. If enough shares are not represented at the Special
Stockholders' Meeting to achieve the necessary quorum or the necessary
quorum is present but there are not sufficient votes to take action on the
proposal by the time of the Special Stockholders' Meeting on October 24,
2001, such Stockholders' Meeting may be adjourned to permit further
solicitation of proxy votes.
Q. What is the Board's recommendation?
A. The Board of Directors of Municipal Strategy believes the Reorganization
is in the best interests of the Fund and its stockholders. It encourages
stockholders to vote FOR the Reorganization.
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