As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-25571/811-4025
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. __1__ [X]
- --------------------------------------------------------------------------------
AMERICAN CENTURY MUNICIPAL TRUST
(Exact Name of Registrant as Specified in Charter)
4500 Main Street,
P.O. Box 419200
Kansas City, MO 64141-6200
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 415-965-8300
Douglas A. Paul
Vice President and Associate General Counsel
1665 Charleston Road, Mountain View, CA 94043
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: On or after August 29, 1997.
It is proposed that this filing will become immediately pursuant to Rule 485(b)
under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 2-91229, 811-4025) pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant filed a Rule
24f-2 Notice on Form 24f-2 with respect to its fiscal year ended May 31, 1997.
<PAGE>
This Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-14 is being filed pursuant to an undertaking to file executed opinions
of tax counsel pursuant to the reorganizations contemplated by the Registration
Statement concurrent with or prior to the closing of the reorganizations. This
Post-Effective Amendment makes no other changes to Form N-14, as filed with the
Commission on April 21, 1997, and hereby incorporates herein by reference Part A
and Part B from such Registration Statement.
<PAGE>
Part C Other Information.
Item 16 Exhibits.
The following Exhibit is hereby added by this Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-14:
(12) Opinions and Consents of Counsel as to the tax matters and
consequences to shareholders is included herein.
(a) with respect to the Intermediate-Term Tax-Exempt Fund, a
portfolio of American Century Mutual Funds, Inc., in connection
with its reorganization into the Intermediate-Term Tax-Free Fund,
a portfolio of the Registrant;
(b) with respect to the Long-Term Tax Exempt Fund, a portfolio of
American Century Mutual Funds, Inc., in connection with its
reorganization into the Long-Term Tax-Free Fund, a portfolio of
the Registrant;
(c) with respect to the Limited-Term Tax-Exempt Fund, a portfolio of
American Century Mutual Funds, Inc., in connection with its
reorganization into the Long-Term Tax-Free Fund, a portfolio of
the Registrant;
(16) Power of Attorney dated February 28, 1997, is filed herein.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the Registrant, in the City
of Mountain View, State of California, on the 19th day of August, 1997.
AMERICAN CENTURY MUNICIPAL TRUST
Registrant
/s/ Douglas A. Paul
Douglas A. Paul
Vice President and Associate General Counsel
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signatures Title Date
<S> <C> <C>
*/s/James M. Benham Chairman of the Board of Trustees, August 29, 1997
- --------------------------- President, and
James M. Benham Chief Executive Officer
*/s/Albert A. Eisenstat Trustee August 29, 1997
- ---------------------------
Albert A. Eisenstat
*/s/Ronald J. Gilson Trustee August 29, 1997
- ---------------------------
Ronald J. Gilson
*/s/Myron S. Scholes Trustee August 29, 1997
- ---------------------------
Myron S. Scholes
*/s/Kenneth E. Scott Trustee August 29, 1997
- ---------------------------
Kenneth E. Scott
*/s/Isaac Stein Trustee August 29, 1997
- ---------------------------
Isaac Stein
*/s/James E. Stowers, III Trustee August 29, 1997
- ---------------------------
James E. Stowers, III
*/s/Jeanne D. Wohlers Trustee August 29, 1997
- ---------------------------
Jeanne D. Wohlers
*/s/Maryanne Roepke Chief Financial Officer, August 29, 1997
- --------------------------- Treasurer
Maryanne Roepke
</TABLE>
* By /s/Douglas A. Paul
Douglas A. Paul, Attorney in Fact
Pursuant to a Power of Attorney dated February 28, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION
EX-99.12a Opinion and Consent of Counsel as to the tax matters and
consequences to shareholders with respect to the
Intermediate-Term Tax-Exempt Fund, a portfolio of American
Century Mutual Funds, Inc., in connection with its
reorganization into the Intermediate-Term Tax-Free Fund, a
portfolio of the Registrant;
EX-99.12b Opinion and Consent of Counsel as to the tax matters and
consequences to shareholders with respect to the Long-Term Tax
Exempt Fund, a portfolio of American Century Mutual Funds,
Inc., in connection with its reorganization into the Long-Term
Tax-Free Fund, a portfolio of the Registrant;
EX-99.12c Opinion and Consent of Counsel as to the tax matters and
consequences to shareholders with respect to the Limited-Term
Tax-Exempt Fund, a portfolio of American Century Mutual Funds,
Inc., in connection with its reorganization into the Long-Term
Tax-Free Fund, a portfolio of the Registrant;
EX-99.16 Power of Attorney dated February 28, 1997, is filed herein.
EX-27.4.1 FDS - American Century - Benham Tax-Free Money Market Fund.
EX-27.4.2 FDS - American Century - Benham Florida Municipal Money Market
Fund.
EX-27.5.3 FDS - American Century - Benham Intermediate-Term Tax-Free
Fund.
EX-27.5.4 FDS - American Century - Benham Florida Intermediate-Term
Municipal Fund.
EX-27.5.5 FDS - American Century - Benham Arizona Intermediate-Term
Municipal Fund.
EX-27.5.6 FDS - American Century - Benham Long-Term Tax-Free Fund.
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
August 29, 1997
Board of Directors
American Century-Benham Intermediate-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
4500 Main Street
Kansas City, Missouri 64141-6200
Board of Trustees
American Century-Benham Intermediate-Term Tax-Free Fund
American Century Municipal Trust
4500 Main Street
Kansas City, Missouri 64141-6200
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to the American Century-Benham Intermediate-Term Tax-Exempt Fund
(the "Fund"), a portfolio of American Century Mutual Funds, Inc., to American
Century-Benham Intermediate-Term Tax-Free Fund ("Acquiring"), a portfolio of
American Century Municipal Trust, and to the holders of the shares of common
stock of the Fund, in connection with the proposed transfer of substantially all
of the properties of the Fund to Acquiring, in exchange solely for voting shares
of beneficial interest of Acquiring ("Acquiring Shares") and the assumption by
Acquiring of all of the liabilities of the Fund followed by the distribution of
such Acquiring Shares received by the Fund in complete liquidation and
termination of the Fund, all pursuant to the Agreement and Plan of
Reorganization (the "Agreement") executed by the Fund and Acquiring and included
as an exhibit to Form N-14.
For purposes of this opinion, we have examined and relied upon (1) the
Agreement, (2) the Form N-14, dated June 2, 1997, and filed by Acquiring on
April 21, 1997, with the Securities and Exchange Commission, (3) letters of
representation furnished to us by Fund and Acquiring, and (4) such other
documents and instruments as we have deemed necessary or
Board of Directors
American Century-Benham Intermediate-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Intermediate-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 2
appropriate for purposes of rendering this opinion. We assume that the
transaction that is the subject of this letter will be carried out in accordance
with the terms of the Agreement and as described in the documents we have
examined. This opinion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), United States Treasury regulations, judicial decisions,
and administrative rulings and pronouncements of the Internal Revenue Service,
all as in effect on the date hereof.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The acquisition by Acquiring of substantially all of the properties
of the Fund in exchange solely for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund followed by the distribution of
Acquiring Shares to the shareholders of the Fund in exchange for their Fund
shares in complete liquidation and termination of the Fund, will constitute a
reorganization within the meaning of Section 368 of the Code. The Fund and
Acquiring will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of the liabilities of the Fund or upon distributing to
its shareholders the Acquiring Shares received by the Fund in the transaction
pursuant to the Agreement.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring's holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
Board of Directors
American Century-Benham Intermediate-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Intermediate-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 3
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations to be made
to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
August 29, 1997
Board of Directors
American Century-Benham Long-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
4500 Main Street
Kansas City, Missouri 64141-6200
Board of Trustees
American Century-Benham Long-Term Tax-Free Fund
American Century Municipal Trust
4500 Main Street
Kansas City, Missouri 64141-6200
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to the American Century-Benham Long-Term Tax-Exempt Fund (the
"Fund"), a portfolio of American Century Mutual Funds, Inc., to American
Century-Benham Long-Term Tax-Free Fund ("Acquiring"), a portfolio of American
Century Municipal Trust, and to the holders of the shares of common stock of the
Fund, in connection with the proposed transfer of substantially all of the
properties of the Fund to Acquiring, in exchange solely for voting shares of
beneficial interest of Acquiring ("Acquiring Shares") and the assumption by
Acquiring of all of the liabilities of the Fund followed by the distribution of
such Acquiring Shares received by the Fund in complete liquidation and
termination of the Fund, all pursuant to the Agreement and Plan of
Reorganization (the "Agreement") executed by the Fund and Acquiring and included
as an exhibit to Form N-14.
For purposes of this opinion, we have examined and relied upon (1) the
Agreement, (2) the Form N-14, dated June 2, 1997, and filed by Acquiring on
April 21, 1997, with the Securities and Exchange Commission, (3) letters of
representation furnished to us by Fund and Acquiring, and (4) such other
documents and instruments as we have deemed necessary or appropriate for
Board of Directors
American Century-Benham Long-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Long-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 2
purposes of rendering this opinion. We assume that the transaction that is the
subject of this letter will be carried out in accordance with the terms of the
Agreement and as described in the documents we have examined. This opinion is
based upon the Internal Revenue Code of 1986, as amended (the "Code"), United
States Treasury regulations, judicial decisions, and administrative rulings and
pronouncements of the Internal Revenue Service, all as in effect on the date
hereof.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The acquisition by Acquiring of substantially all of the properties
of the Fund in exchange solely for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund followed by the distribution of
Acquiring Shares to the shareholders of the Fund in exchange for their Fund
shares in complete liquidation and termination of the Fund, will constitute a
reorganization within the meaning of Section 368 of the Code. The Fund and
Acquiring will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of the liabilities of the Fund or upon distributing to
its shareholders the Acquiring Shares received by the Fund in the transaction
pursuant to the Agreement.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring's holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
Board of Directors
American Century-Benham Long-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Long-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 3
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations to be made
to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
August 29, 1997
Board of Directors
American Century-Benham Limited-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
4500 Main Street
Kansas City, Missouri 64141-6200
Board of Trustees
American Century-Benham Limited-Term Tax-Free Fund
American Century Municipal Trust
4500 Main Street
Kansas City, Missouri 64141-6200
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to the American Century-Benham Limited-Term Tax-Exempt Fund (the
"Fund"), a portfolio of American Century Mutual Funds, Inc., to American
Century-Benham Limited-Term Tax-Free Fund ("Acquiring"), a portfolio of American
Century Municipal Trust, and to the holders of the shares of common stock of the
Fund, in connection with the proposed transfer of substantially all of the
properties of the Fund to Acquiring, in exchange solely for voting shares of
beneficial interest of Acquiring ("Acquiring Shares") and the assumption by
Acquiring of all of the liabilities of the Fund followed by the distribution of
such Acquiring Shares received by the Fund in complete liquidation and
termination of the Fund, all pursuant to the Agreement and Plan of
Reorganization (the "Agreement") executed by the Fund and Acquiring and included
as an exhibit to Form N-14.
For purposes of this opinion, we have examined and relied upon (1) the
Agreement, (2) the Form N-14, dated June 2, 1997, and filed by Acquiring on
April 21, 1997, with the Securities and Exchange Commission, (3) letters of
representation furnished to us by Fund and Acquiring, and (4) such other
documents and instruments as we have deemed necessary or appropriate for
Board of Directors
American Century-Benham Limited-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Limited-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 2
purposes of rendering this opinion. We assume that the transaction that is the
subject of this letter will be carried out in accordance with the terms of the
Agreement and as described in the documents we have examined. This opinion is
based upon the Internal Revenue Code of 1986, as amended (the "Code"), United
States Treasury regulations, judicial decisions, and administrative rulings and
pronouncements of the Internal Revenue Service, all as in effect on the date
hereof.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The acquisition by Acquiring of substantially all of the properties
of the Fund in exchange solely for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund followed by the distribution of
Acquiring Shares to the shareholders of the Fund in exchange for their Fund
shares in complete liquidation and termination of the Fund, will constitute a
reorganization within the meaning of Section 368 of the Code. The Fund and
Acquiring will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of the liabilities of the Fund or upon distributing to
its shareholders the Acquiring Shares received by the Fund in the transaction
pursuant to the Agreement.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring's holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
Board of Directors
American Century-Benham Limited-Term Tax-Exempt Fund
American Century Mutual Funds, Inc.
Board of Trustees
American Century-Benham Limited-Term Tax-Free Fund
American Century Municipal Trust
August 29, 1997
Page 3
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations to be made
to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, AMERICAN CENTURY
MUNICIPAL TRUST, hereinafter called the "Trust" and certain trustees and
officers of the Trust, do hereby constitute and appoint James M. Benham, James
E. Stowers, III, William M. Lyons, Douglas A. Paul, and Patrick A. Looby, and
each of them individually, their true and lawful attorneys and agents to take
any and all action and execute any and all instruments which said attorneys and
agents may deem necessary or advisable to enable the Trust to comply with the
Securities Act of 1933 and/or the Investment Company Act of 1940, as amended,
and any rules regulations, orders, or other requirements of the United States
Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of 1933 and/or the Investment Company Act
of 1940, as amended, including specifically, but without limitation of the
foregoing, power and authority to sign the name of the Trust in its behalf and
to affix its seal, and to sign the names of each of such trustees and officers
in their capacities as indicated, to any amendment or supplement to the
Registration Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 and/or the Investment Company Act of 1940, as
amended, and to any instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; the Registration Statement on
Form N-14 and any amendments or supplements thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, and to any instruments or documents
filed or to be filed as part of or in connection with such Registration
Statement; and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Trust has caused this Power to be executed by
its duly authorized officers on this the 28th day of February, 1997.
AMERICAN CENTURY MUNICIPAL TRUST
(A Massachusetts Business Trust)
By: /s/ James M. Benham
James M. Benham, President
SIGNATURE AND TITLE
/s/ James M. Benham /s/ Isaac Stein
James M. Benham Isaac Stein
Chairman Director
/s/ Albert A. Eisenstat /s/ Jeanne D. Wohlers
Albert A. Eistenstat Jeanne D. Wohlers
Director Director
/s/ Ronald J. Gilson /s/ James E. Stowers, III
Ronald J. Gilson James E. Stowers, III
Direcotr Director
/s/ Myron S. Scholes /s/ Maryanne Roepke
Myron S. Scholes Maryanne Roepke
Director Treasurer
/s/ Kenneth E. Scott Attest:
Kenneth E. Scott
Director By: /s/ Douglas A. Paul
Douglas A. Paul, Secretary
<TABLE> <S> <C>
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<NAME> TAX-FREE MONEY MARKET
<S> <C>
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<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 90155958
<INVESTMENTS-AT-VALUE> 90155958
<RECEIVABLES> 1157861
<ASSETS-OTHER> 513032
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<TOTAL-ASSETS> 91826851
<PAYABLE-FOR-SECURITIES> 635148
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 74071
<TOTAL-LIABILITIES> 709219
<SENIOR-EQUITY> 911176320
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