-----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, PCkbGuf9TaiMkVtGBirgYKdzjtNiblOXenXOMnHKPLIrxvr2yXOOkvuB69ZwKUh+ b9uazNqBQO6xbK4x5w2XjA== 0000807607-96-000029.txt : 19961223 0000807607-96-000029.hdr.sgml : 19961223 ACCESSION NUMBER: 0000807607-96-000029 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961220 EFFECTIVENESS DATE: 19961220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERATED MUNICIPAL OPPORTUNITIES FUND INC CENTRAL INDEX KEY: 0000807607 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251542736 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-13527 FILM NUMBER: 96683911 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04533 FILM NUMBER: 96683912 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TWR CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122881900 MAIL ADDRESS: STREET 1: FEDERATED INVESTORS TOWERS CITY: PITTSBURG STATE: PA ZIP: 15222-3779 FORMER COMPANY: FORMER CONFORMED NAME: FORTRESS MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FORTRESS HIGH YIELD MUNICIPAL FUND INC DATE OF NAME CHANGE: 19900814 FORMER COMPANY: FORMER CONFORMED NAME: FORTRESS HIGH YIELD TAX FREE FUND INC DATE OF NAME CHANGE: 19881024 485BPOS 1 1933 Act File No. 333-13527 1940 Act File No. 811-4533 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC. (Exact Name of Registrant as Specified in Charter) Pre-Effective Amendment No. --- X Post-Effective Amendment No. 1 Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Address of Principal Executive Offices) (412) 288-1900 (Area Code and Telephone Number) John W. McGonigle, Esquire, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Name and Address of Agent for Service) It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b). An indefinite amount of the Registrant's securities has been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is being paid at this time. A Rule 24f-2 notice of the Registrant for the year ended August 31, 1995 was filed on October 16, 1995, and the Notice required by Rule 24e-2 for its fiscal year ended August 31, 1996 was filed on October 15, 1996. Copy To: Matthew G. Maloney, Esquire Dickstein, Shapiro & Morin, L.L.P. 2101 L Street, N.W. Washington, D.C. 20037 CROSS REFERENCE SHEET Pursuant to Item 1(a) of Form N-14 Showing Location in Prospectus of Information Required by Form N-14 Item of Part A of Form N-14 and Caption Caption or Location in Prospectus 1. Beginning of Registration Statement and Outside Front Cover Page of Prospectus ................ Cross Reference Sheet; Cover Page 2. Beginning and Outside Back Cover Page of Prospectus Table of Contents 3. Fee Table, Synopsis Information and Risk Factors .......... Summary of Expenses; Summary; Risk Factors 4. Information About the Transaction ............... Information About the Reorganization 5. Information About the Registrant Information About The Federated Fund and The State Bond Fund 6. Information About the Company Being Acquired ............ Information About The Federated Fund and The State Bond Fund 7. Voting Information ........ Voting Information 8. Interest of Certain Persons and Experts ............... Not Applicable 9. Additional Information Required for Reoffering by Persons Deemed to be Underwriters ........ Not Applicable Item of Part B of Form N-14 and Caption Caption or Location in SAI 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. Additional Information The Statement of Additional Information About the Registrant of Federated Municipal Opportunities Fund, Inc. dated October 31, 1996, is incorporated by reference to Post- Effective Amendment No. 16 to the Fund's Registration Statement on Form N-1A (File Nos. 33-11410 and 811-4533) filed with the Commission on or about October 25, 1996. 13. Additional Information About The Statement of Additional Information the Company Being Acquired of State Bond Tax Exempt Fund dated November 1, 1995, is incorporated by reference to Post- Effective Amendment No. 16 to the Corporation's Registration Statement on Form N-1A (File Nos. 2-77156 and 811-3454) filed with the Commission on or about August 29, 1995. 14. Financial Statements The audited financial statements of Federated Municipal Opportunities Fund Inc., dated August 31, 1996, are incorporated by reference to Federated Municipal Opportunities Fund Inc.'s Annual Report to Shareholders dated August 31, 1996; the audited financial statements of the State Bond Tax Exempt Fund, dated June 30, 1996, are incorporated by reference to the State Bond Tax Exempt Fund's Annual Report to Shareholders dated June 30, 1996; the pro forma financial information of Federated Municipal Opportunities Fund, Inc. dated August 31, 1996 are included in Part B. Incorporate by reference pursuant to Rule 411 under the Securities Act of 1933, Parts A and B of Registrant's Definitive Registration Statement filed on Form N- 14 on November 4, 1996, in their entirety (File No. 333-13527 and 811-4533). PART C - OTHER INFORMATION Item 15. Indemnification (9) Item 16. Exhibits 1.1 Conformed Copy of Amended and Restated Articles of Incorporation of the Registrant (8) 1.2 Conformed Copy of Certificate of Correction of the Registrant (8) 2.1 Amended and Restated Bylaws of the Registrant (8) 3 Not Applicable 4 Agreement and Plan of Reorganization dated September 23, 1996, between State Bond Municipal Funds, Inc., a Maryland corporation, on behalf of its portfolio, State Bond Tax Exempt Fund, and Federated Municipal Opportunities Fund, Inc., a Maryland corporation (10) 5.1 Copy of Specimen Certificate for Shares of Capital Stock of Class A Shares of the Registrant (8) 5.2 Copy of Specimen Certificate for Shares of Capital Stock of Class B Shares of the Registrant (8) 5.3 Copy of Specimen Certificate for Shares of Capital Stock of Class C Shares of the Registrant (8) 5.4 Copy of Specimen Certificate for Shares of Capital Stock of Class F Shares of the Registrant (8) 6.1 Conformed Copy of Investment Advisory Contract of the Registrant(2) 7.1 Conformed Copy of Distributor's Contract of the Registrant(9) 7.2 Conformed Copy of Exhibits A through C to the Distributor's Contract of the Registrant(8) 7.3 The Registrant hereby incorporates the conformed copy of the specimen Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the Cash Trust Series II Registration Statement on Form N-1A, filed with the Commission on July 24, 1995. (File Nos. 33-38550 and 811-6269) 8 Not Applicable 9 Conformed Copy of Custodian Agreement of the Registrant(4) 10.1 Conformed Copy of Distribution Plan of the Registrant, as amended(8) 10.2 The Registrant hereby incorporates the conformed copy of the specimen Multiple Class Plan from Item 24(b)(18) of the World Investment Series, Inc. Registration Statement on Form N-1A, filed with the Commission on January 26, 1996. (File Nos. 33-52149 and 811-07141) 10.3 The responses described in Item 16 (7.3) are hereby incorporated by reference 11 Opinion of S. Elliott Cohan, Deputy General Counsel, Federated Investors regarding legality of shares being issued (7) 12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax consequences of Reorganization* 13.1 Conformed Copy of Agreement for Fund Accounting Services, Administrative Services, Shareholder Recordkeeping Services and Custody Services Procurement(3) 13.2 Conformed Copy of Shareholder Services Agreement(6) 13.3 The responses described in Item 16 (7.3) and Item 16 (10.2) are hereby incorporated by reference 14.1 Conformed Copy of Consent of Independent Auditors of Federated Municipal Opportunities Fund, Inc., Deloitte & Touche LLP* 14.2 Conformed Copy of Consent of Independent Auditors of State Bond Tax Exempt Fund, Ernst & Young LLP* 15 Not Applicable 16 Conformed Copy of Power of Attorney (7) 17 Form of Proxy of State Bond Tax Exempt Fund (10) * Filed electronically. (1) Response is incorporated by reference to Registrant's Initial Registration Amendment No. 1 filed on January 21, 1987. (File Nos. 33-11410 and 811-4533) (2) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 4 on Form N-1A filed August 25, 1989. (File Nos. 33-11410 and 811-4533) (3) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 13 on Form N-1A filed on May 3, 1996. (File Nos. 33-11410 and 811-4533) (4) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 12 on Form N-1A filed October 25, 1995. (File Nos. 33-11410 and 811-4533) (5) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 5 on Form N-1A filed October 25, 1989. (File Nos. 33-11410 and 811-4533) (6) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 10 on Form N-1A filed October 26, 1994. (File Nos. 33-11410 and 811-4533) (7) Response is incorporated by reference to Registrant's Initial Registration Statement on Form N-14 filed October 4, 1996. (File No. 811-4533) (8) Response is incorporated by reference to Registrant's Post-Effective Amendment No. 16 on Form N-1A filed October 25, 1996. (File Nos. 33-11410 and 811-4533) (9) Response is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 on Form N-14 filed October 25, 1996. (File Nos. 333-13527 and 811-4533) (10) Response is incorporated by reference to Registrant's Definitive Registration Statement on Form N-14 filed November 4, 1996. (File Nos. 333- 13527 and 811-4533) Item 17. Undertakings (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Federated Municipal Opportunities Fund, Inc., certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on December 20, 1996. FEDERATED MUNICIPAL PPORTUNITIES FUND, INC. (Registrant) By: * Richard B. Fisher President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 20, 1996: * Chairman and Director John F. Donahue (Chief Executive Officer) * President and Director Richard B. Fisher * Executive Vice President and Treasurer John W. McGonigle (Principal Financial and Accounting Officer) * Director Thomas G. Bigley * Director John T. Conroy, Jr. * Director William J. Copeland * Director James E. Dowd * Director Lawrence D. Ellis, M.D. * Director Edward L. Flaherty, Jr. * Director Peter E. Madden * Director Gregor F. Meyer * Director John E. Murray, Jr., J.D., S.J.D. * Director Wesley W. Posvar * Director Marjorie P. Smuts 1* By: /s/ S. Elliott Cohan Attorney in Fact EX-99.AUDITORCONSNT 2 Exhibit 14.1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders of FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.: We consent to the incorporation by reference in Post-Effective Amendment No. 1 to Registration Statement 333-13527 on Form N-14 of Federated Municipal Opportunities Fund, Inc.(formerly, Fortress Municipal Income Fund, Inc.) of our report dated October 11, 1996, appearing in the Annual Report of Federated Municipal Opportunities Fund, Inc. for the year ended August 31, 1996, and incorporated by reference in the Prospectus and Statement of Additional Information dated October 31, 1996, and to the reference to us within this Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania December 16, 1996 EX-99.AUDITORCONSNT 3 Exhibit 14.2 CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the captions `Financial Highlights''and ``Independent Auditors'' and the use of our report dated August 9, 1996, except for Note 5, as to which the date is August 26, 1996, on the financial statements of State Bond Tax Exempt Fund (the Fund) in the Registration Statement (Form N-1A) of the Fund which is incorporated by reference in, and reference to our firm in Exhibit A of, the post-effective amendment to the Registration Statement (Form N-14) of Federated Municipal Opportunities Fund, Inc. filed with the Securities and Exchange Commission. /s/ERNST & YOUNG LLP ERNST & YOUNG LLP Kansas City, Missouri December 16, 1996 EX-99.AUDITORCONSNT 4 EXHIBIT 12 DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP 2101 L Street, NW Washington, DC 20037-1525 December 13, 1996 Federated Municipal Opportunities Fund, Inc. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 State Bond Municipal Funds, Inc., on behalf of its portfolio, State Bond Tax Exempt Fund 100 North Minnesota Street P.O. Box 69 New Ulm, Minnesota 56073-0069 Ladies and Gentlemen: You have requested our opinion concerning certain federal income tax consequences of a transaction (the "Reorganization") in which all of the net assets of State Bond Tax Exempt Fund, (the "Acquired Fund"), a portfolio of State Bond Municipal Funds, Inc., a Maryland corporation (the "Corporation"), will be acquired by Federated Municipal Opportunities Fund, Inc., a Maryland corporation (the "Acquiring Fund"), in exchange solely for Class A Shares of the Acquiring Fund (the "Acquiring Fund Shares") which shall thereafter be distributed to the shareholders of the Acquired Fund (the "Acquired Fund Shareholders") in liquidation of the Acquired Fund. The terms and conditions of this transaction are set forth in an Agreement and Plan of Reorganization dated September 23, 1996 between the Acquiring Fund, and the Corporation, on behalf of the Acquired Fund (the "Agreement"). This opinion is rendered to you pursuant to paragraph 8.5 of the Agreement. Both the Acquiring Fund and the Corporation are open-end, management investment companies which qualify as regulated investment companies described in Section 851(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The Acquired Fund and the Acquiring Fund are engaged in the business of investing in professionally managed portfolios of municipal securities. We have reviewed and relied upon the Registration Statement on Form N-14 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") in connection with the Reorganization, the certificates provided to us by the Acquiring Fund and the Corporation in connection with the rendering of this opinion, and such other documents and instruments as we have deemed necessary for the purposes of this opinion. Based upon and subject to the foregoing, and assuming that the Reorganization will take place as described in the Agreement, we are of the opinion that, for federal income tax purposes: The transfer of all of the Acquired Fund net assets in exchange for the Acquiring Fund Shares and the distribution of the Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation of the Acquired Fund will constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of the Code; No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares; No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to Acquired Fund Shareholders in exchange for their shares of the Acquired Fund; No gain or loss will be recognized by the Acquired Fund Shareholders upon the exchange of their Acquired Fund shares for the Acquiring Fund Shares; d@hm01!.sam The tax basis of the Acquired Fund assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization; The tax basis of the Acquiring Fund Shares received by each of the Acquired Fund Shareholders pursuant to the Reorganization will be the same as the tax basis of the Acquired Fund shares held by such shareholder immediately prior to the Reorganization; The holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund; and The holding period of the Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund shares exchanged therefor were held by such shareholder (provided the Acquired Fund shares were held as capital assets on the date of the Reorganization). This opinion is expressed as of the date hereof and is based upon the Code, Treasury regulations promulgated thereunder, administrative positions of the Internal Revenue Service (the "Service"), and judicial decisions, all of which are subject to change either prospectively or retroactively. There can be no assurance that changes in the law will not take place which could affect the opinions expressed herein or that contrary positions may not be taken by the Service. We disclaim any undertaking to advise you with respect to any event subsequent to the date hereof. The opinions contained herein are limited to those matters expressly covered; no opinion is to be implied in respect of any other matter. This opinion is addressed solely to you and may not be relied upon by any other person without our prior written consent. We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement, and to the references to this firm and this opinion in the Prospectus/Proxy Statement which is contained in the Registration Statement. Very truly yours, d@hm01!.sam /s/Dickstein Shapiro Morin & Oshinsky LLP Dickstein Shapiro Morin & Oshinsky LLP -----END PRIVACY-ENHANCED MESSAGE-----