As filed with the Securities and Exchange Commission on August 29, 1996
Securities Act Registration No. 2-99429
Investment Company Act Registration No. 811-4374
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
STRONG MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Address of Principal Executive Offices:
Number, Street, City, State, Zip Code)
(414) 359-3400
(Area Code and Telephone Number)
Thomas P. Lemke, Esq.
Strong Capital Management, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
(Name and Address of Agent for Service)
Copies to:
Jane A. Kanter, Esq.
Katten Muchin & Zavis
1025 Thomas Jefferson Street, N.W.
East Lobby, Suite 700
Washington, D.C. 20007
It is proposed that this filing will become effective on August 29, 1996,
pursuant to Rule 485(b) under the Securities Act of 1933.
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940, by a declaration included on its Form N-1A Registration Statement
filed with the Securities and Exchange Commission on or about August 5, 1985.
The Registrant's Rule 24f-2 Notice for the ten-month fiscal year ended
October 31, 1995 was filed on or about November 14, 1995. Pursuant to Rule
429, under the Securities Act of 1933, this Registration Statement relates
to shares previously registered on the aforesaid Form N-1A Registration
Statement.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement on Form N-14 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Village of Menomonee Falls, and State of Wisconsin on the 28th day of
August, 1996.
STRONG MONEY MARKET FUND, INC.
(Registrant)
By: /s/ John Dragisic
------------------------
John Dragisic, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form N-14 has
been signed below by the following persons in the capacities and on the date
indicated:
Name Title Date
- ---- ----- ----
/s/ John Dragisic
- --------------------- President (Principal Executive August 28, 1996
John Dragisic Officer and acting Principal
Financial Accounting Officer)
and a Director
/s/ Richard S. Strong Chairman of the Board and a August 28, 1996
- --------------------- Director
Richard S. Strong
- --------------------- Director August 28, 1996
Marvin E. Nevins*
- --------------------- Director August 28, 1996
Willie D. Davis*
- --------------------- Director August 28, 1996
William F. Vogt*
- --------------------- Director August 28, 1996
Stanley Kritzik*
* Thomas P. Lemke signs this document on behalf of each director marked with
an asterisk pursuant to powers of attorney filed as Exhibit 16 to the
Registration Statement filed on or before May 24, 1996.
By: /s/ Thomas P. Lemke
-------------------
Thomas P. Lemke
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
(11) Opinion of Counsel that shares of the Registrant
are validly issued, fully paid and non-assessable
(including consent of such firm)
(14) Consent of Coopers & Lybrand L.L.P.(1)
(16) Power of Attorney(1)
(17)(a) Form of Proxy(1)
- ------------------
(1) Incorporated herein by reference to the Registration Statement on
Form N-14 of Registrant filed on or about May 24, 1996.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
telephone: (414) 273-3500
facsimile: (414) 273-5198
August 29, 1996
Strong Money Market Fund, Inc.
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Gentlemen:
We have acted as counsel to the Strong Money Market
Fund, Inc. (the "Money Fund"), in connection with the
acquisition by the Money Fund of substantially all of the
assets of the Strong U.S. Treasury Money Fund (the
"Treasury Fund") pursuant to an Agreement and Plan of
Reorganization dated as of May 24, 1996 (the "Agreement").
Pursuant to the Agreement and subject to the approval of
the shareholders of the Treasury Fund, the Treasury Fund's
assets will be liquidated and substantially all of the
liquidation proceeds, including property, assets and
goodwill (less a reserve for certain expenses and
liabilities) (the "Treasury Fund Net Assets"), will be
exchanged for shares of the Money Fund common stock,
$0.00001 par value (the "Money Fund Shares"), equal in
value to the Treasury Fund Net Assets and the Money Fund
Shares will then be distributed to shareholders of the
Treasury Fund. In connection with the Money Fund's
issuance of the Money Fund Shares pursuant to the
Agreement, a Registration Statement on Form N-14, which
includes a Prospectus/Proxy Statement, has been prepared
and was filed with the Securities and Exchange Commission
on May 24, 1996 (the "Registration Statement").
In connection with this opinion, we have examined:
(i) the Registration Statement, including the
Prospectus/Proxy Statement included therein, (ii) the
Agreement, (iii) the Money Fund's Amended and Restated
Articles of Incorporation and By-Laws, (iv) resolutions of
the Money Fund's Board of Directors, and (v) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that
the Money Fund Shares, when issued as described in the
Registration Statement, will be duly authorized and
validly issued, fully paid and non-assessable except to
the extent provided in Section 180.0622(2)(b) of the
Wisconsin Statutes, or any successor provision, which
provides that shareholders of a corporation organized
under Chapter 180 of the Wisconsin Statutes may be
assessed up to the par value of their shares to satisfy
the obligations of such corporation to its employees for
services rendered, but not exceeding six months' service
in the case of any individual employee; certain Wisconsin
courts have interpreted "par value" to mean the full
amount paid by the purchaser of shares upon the issuance
thereof.
We consent to the use of this opinion as an exhibit
in the Registration Statement. In giving this consent,
however, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act of 1933, as
amended (the "Act"), or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
Godfrey & Kahn, S.C.
