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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999.
SECURITIES ACT FILE NO. 333-78637
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
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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
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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).
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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.
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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.
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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
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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
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/s/ Lynn S. Birdsong President October 7, 1999
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Lynn S. Birdsong
/s/ Henry P. Becton, Jr.* Trustee October 7, 1999
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Henry P. Becton, Jr.
/s/ Dawn-Marie Driscoll* Trustee October 7, 1999
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Dawn-Marie Driscoll
/s/ Peter B. Freeman* Trustee October 7, 1999
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Peter B. Freeman
/s/ George M. Lovejoy, Jr.* Trustee October 7, 1999
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George M. Lovejoy, Jr.
/s/ Wesley W. Marple, Jr.* Trustee October 7, 1999
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Wesley W. Marple, Jr.
/s/ Kathryn L. Quirk* Trustee October 7, 1999
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Kathryn L. Quirk
/s/ Jean C. Tempel* Trustee October 7, 1999
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Jean C. Tempel
/s/ John R. Hebble Treasurer (Principal October 7, 1999
- ------------------------------ Financial and Accounting
John R. Hebble Officer)
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*By:/s/ Caroline M. Pearson
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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.
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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
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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
