-----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, OzkGaI+ocQUhbGPeOifeJ5tp7B0FzK0a9fqPOuIi88M5iajzDsZv78MHmbQzt5dW 0FRr799IdAoKX2dXtSaeXA== 0000899140-99-000518.txt : 19991018 0000899140-99-000518.hdr.sgml : 19991018 ACCESSION NUMBER: 0000899140-99-000518 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER MUNICIPAL TRUST CENTRAL INDEX KEY: 0000203142 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046396607 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: SEC FILE NUMBER: 333-78637 FILM NUMBER: 99726597 BUSINESS ADDRESS: STREET 1: 175 FEDERAL ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173305592 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER MANAGED MUNICIPAL BONDS DATE OF NAME CHANGE: 19880302 N-14/A 1 AMENDMENT TO REGISTRATION STATEMENT ON FORM N-14 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999. SECURITIES ACT FILE NO. 333-78637 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] PRE-EFFECTIVE AMENDMENT NO. [ ] POST-EFFECTIVE AMENDMENT NO. 1 [X] - SCUDDER MUNICIPAL TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) TWO INTERNATIONAL PLACE, BOSTON, MA 02110-4103 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (617) 295-2572 (REGISTRANT'S AREA CODE AND TELEPHONE NUMBER) LYNN S. BIRDSONG SCUDDER KEMPER INVESTMENTS, INC. TWO INTERNATIONAL PLACE BOSTON, MA 02110-4103 (NAME AND ADDRESS OF AGENT FOR SERVICE) WITH COPIES TO: BURTON M. LEIBERT, ESQ. JOHN MILLETTE WILLKIE FARR & GALLAGHER SCUDDER KEMPER INVESTMENTS, INC. 787 SEVENTH AVENUE TWO INTERNATIONAL PLACE NEW YORK, NY 10019-6099 BOSTON, MA 02110-4103 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b). TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest ($.01 par value) of Managed Municipal Bonds, a Series of the Registrant ------------------- The Registrant has registered an indefinite amount of securities under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable herewith because of reliance upon Section 24(f). - ------------------------------------------------------------------------------- Parts A, B and C of this Registration Statement on Form N-14 (the "Registration Statement") are incorporated by reference into this Post-Effective Amendment No. 1 to the Registration Statement from the filing of Pre-Effective Amendment No. 1 to the Registration Statement with the Securities and Exchange Commission on June 30, 1999, except for part 12 of Item 16 of the Registration Statement which is amended as indicated in Part C. PART C OTHER INFORMATION ITEM 16. EXHIBITS 12. Opinion and consent of Willkie Farr & Gallagher supporting the tax matters and consequences to shareholders discussed in the prospectus is filed herewith pursuant to the undertaking made in item 17 of Pre-Effective Amendment No. 1 to the Registration Statement that the final tax opinion be filed as a post-effective amendment to the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amendment to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on the 7th day of October, 1999. SCUDDER MUNICIPAL TRUST By: /s/ John Millette ------------------- John Millette Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Lynn S. Birdsong President October 7, 1999 - ------------------------------ Lynn S. Birdsong /s/ Henry P. Becton, Jr.* Trustee October 7, 1999 - ------------------------------ Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll* Trustee October 7, 1999 - ------------------------------ Dawn-Marie Driscoll /s/ Peter B. Freeman* Trustee October 7, 1999 - ------------------------------ Peter B. Freeman /s/ George M. Lovejoy, Jr.* Trustee October 7, 1999 - ------------------------------ George M. Lovejoy, Jr. /s/ Wesley W. Marple, Jr.* Trustee October 7, 1999 - ------------------------------ Wesley W. Marple, Jr. /s/ Kathryn L. Quirk* Trustee October 7, 1999 - ------------------------------ Kathryn L. Quirk /s/ Jean C. Tempel* Trustee October 7, 1999 - ------------------------------ Jean C. Tempel /s/ John R. Hebble Treasurer (Principal October 7, 1999 - ------------------------------ Financial and Accounting John R. Hebble Officer) *By:/s/ Caroline M. Pearson ----------------------- Caroline M. Pearson Attorney-in-fact pursuant to a power of attorney contained in the signature page to the initial filing of the Registration Statement filed on May 17, 1999. EX-12 2 OPINION OF WILLKIE FARR & GALLAGHER September 20, 1999 Scudder State Tax Free Trust Scudder Pennsylvania Tax Free Fund Two International Place Boston, Massachusetts 02110 Scudder Municipal Trust Scudder Managed Municipal Bonds Two International Place Boston, Massachusetts 02110 Ladies and Gentlemen: You have asked us for our opinion concerning certain federal income tax consequences to (a) Scudder Pennsylvania Tax Free Fund ("Tax Free"), a non-diversified series of Scudder State Tax Free Trust ("State Trust"), (b) Scudder Managed Municipal Bonds ("Municipal Bonds"), a separate series of Scudder Municipal Trust ("Municipal Trust"), and (c) holders of shares of beneficial interest in Tax Free ("Tax Free Shareholders") when Tax Free Shareholders receive shares of beneficial interest of Municipal Bonds ("Municipal Bonds Shares") in exchange for their interests in Tax Free pursuant to an acquisition by Municipal Bonds of all or substantially all of the assets of Tax Free in exchange for the shares of beneficial interest of Municipal Bonds and the assumption by Municipal Bonds of liabilities of Tax Free (the "Reorganization"), all pursuant to an agreement and plan of reorganization. We have reviewed such documents and materials as we have considered necessary for the purpose of rendering this opinion. In rendering this opinion, we have assumed that such documents as yet unexecuted will, when executed, conform in all material respects to the proposed forms of such documents that we have examined. In addition, we have assumed the genuineness of all signatures, the capacity of each party executing a document so to execute that document, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have made inquiry as to the underlying facts which we considered to be relevant to the conclusions set forth in this letter. The opinions expressed in this letter are based upon certain factual statements relating to Tax Free and Municipal Bonds set forth in the Registration Statement on Form N-14 (the "Registration Statement") filed by Municipal Trust, on behalf of Municipal Bonds, with the Securities and Exchange Commission and representations made in letters from State Trust, on behalf of Tax Free, and Municipal Trust, on behalf of Municipal Bonds, addressed to us for our use in rendering this final opinion. We have no reason to believe that these representations and facts are not valid, but we have not attempted to verify independently any of these representations and facts, and this opinion is based upon the assumption that each of them is accurate. Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Registration Statement. The conclusions expressed herein are based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations issued thereunder, published rulings and procedures of the Internal Revenue Service and judicial decisions, all as in effect on the date of this letter. Based upon the foregoing, we are of the opinion that for federal income tax purposes: (i) The transfer to Municipal Bonds of all or substantially all of the assets of Tax Free in exchange solely for Municipal Bonds Shares and the assumption by Municipal Bonds of all of the liabilities of Tax Free, followed by the distribution of such Municipal Bonds Shares to Tax Free shareholders in exchange for their shares of Tax Free in complete liquidation of Tax Free, will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Code, and Municipal Bonds and Tax Free will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by Tax Free upon the transfer of all or substantially all of its assets to Municipal Bonds in exchange solely for Municipal Bonds Shares and the assumption by Municipal Bonds of all of the liabilities of Tax Free; (iii) the basis of the assets of Tax Free in the hands of Municipal Bonds will be the same as the basis of such assets of Tax Free immediately prior to the transfer; (iv) the holding period of the assets of Tax Free in the hands of Municipal Bonds will include the period during which such assets were held by Tax Free; (v) no gain or loss will be recognized by Municipal Bonds upon the receipt of the assets of Tax Free in exchange for Municipal Bonds Shares and the assumption by Municipal Bonds of all of the liabilities of Tax Free; (vi) no gain or loss will be recognized by the shareholders of Tax Free upon the receipt of Municipal Bonds Shares solely in exchange for their shares of Tax Free as part of the transaction; (vii) the basis of Municipal Bonds Shares received by the shareholders of Tax Free will be the same as the basis of the shares of Tax Free exchanged therefor; and (viii) the holding period of Municipal Bonds Shares received by the shareholders of Tax Free will include the holding period during which the shares of Tax Free exchanged therefor were held, provided that at the time of the exchange the shares of Tax Free were held as capital assets in the hands of the shareholders of Tax Free. Very truly yours, /s/ Willkie Farr & Gallagher -----END PRIVACY-ENHANCED MESSAGE-----