As filed with the Securities and Exchange Commission
on October 1, 1997
Registration No. 333-12709
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ x ] Pre-Effective Amendment No. 3 [ ] Post-Effective Amendment No.
SMITH BARNEY MUNI FUNDS
(Exact name of Registrant as specified in Charter)
Area Code and Telephone Number: (800) 224-7523
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
Christina T. Sydor, Esq.
Smith Barney Inc.
388 Greenwich Street New York, New York 10013 (22nd floor)
(Name and address of agent for service)
copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Approximate date of proposed public offering: As soon as possible
after the effective date of this Registration Statement.
Registrant has registered an indefinite amount of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended; accordingly, no fee is payable herewith. Registrant's
Rule 24f-2 Notice for the fiscal period ended March 31, 1997 was
filed with the Securities and Exchange Commission on May 9, 1997.
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, by action pursuant to said Section
8(a), may determine.
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-14 (File No. 333-12709) (the "Registration Statement"),
filed on September 24, 1997, Accession Number 0000091155-97-
000422, is hereby incorporated by reference in its entirety,
subject only to the amendment of certain Exhibits, as specified
below.
This Pre-Effective Amendment No. 3 is being filed for the
sole purpose of adding the Opinion of Special Massachusetts
Counsel as Exhibits 14(a) and (b) to the Registration
Statement, and amending the EDGAR versions of the Opinions
of Counsel with respect to validity of shares and tax matters
which were filed previously with Pre-Effective Amendment No. 1
as Exhibits 11 and 12, respectively.
Exhibits
11 Opinion and consent of Sullivan & Cromwell with respect to
the validity of shares (filed herewith).
12 Opinion and consent of Sullivan & Cromwell with respect to
tax matters (filed herewith).
14(a) Opinion of special Massachusetts counsel (filed herewith).
14(b) Supplemental letter including consent of Massachusetts
counsel (filed herewith).
17(a) Form of Proxy Card (incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement,
filed on September 25, 1997, Accession Number 0000091155-97-
000425).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, SMITH BARNEY MUNI FUNDS has duly caused this Pre-
Effective Amendment No. 3 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 1st
day of October, 1997.
SMITH BARNEY MUNI FUNDS
By:
/s/Heath B. McLendon
Heath B. McLendon
Chief Executive Officer
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Heath B. McLendon Chairman of the Board and October 1, 1997
Heath B. McLendon Chief Executive Officer (Trustee)
/s/Lewis E. Daidone Senior Vice President and October 1, 1997
Lewis E. Daidone Treasurer (Chief Financial and
Accounting Officer)
\s\ Donald R. Foley* Trustee October 1, 1997
Donald R. Foley
\s\ Paul Hardin* Trustee October 1, 1997
Paul Hardin
\s\ Francis P. Martin* Trustee October 1, 1997
Francis P. Martin
\s\ Roderick C. Rasmussen*Trustee October 1, 1997
Roderick C. Rasmussen
\s\ John P. Toolan* Trustee October 1, 1997
John P. Toolan
_________________
* Pursuant to Power of Attorney previously filed.
September 23, 1997
Smith Barney Muni Funds,
388 Greenwich Street,
New York, New York 10013
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of shares (the "Shares") of beneficial
interest, par value $.001 per share, of Smith Barney Muni Funds, a
Massachusetts business trust (the "Trust"), we, as your counsel,
have examined such trust records, certificates and other
documents, and such questions of law, as we have considered
necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in
our opinion, when the Shares are issued and sold in accordance
with the Trust's Registration Statement on Form N-14 (File No. 33-
12709) under the Act in connection with the acquisition by the
Trust on behalf of the National Portfolio of all or substantially
all of the assets, and the assumption of certain liabilities, of
the Ohio Portfolio, another series of the Trust, and in accordance
with the Declaration of Trust and By-laws of the Trust, the Shares
will be validly issued, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts
business trust may, under certain circumstances, be held
personally liable for the obligations of Smith Barney Muni Funds.
The Declaration of Trust provides, however, that if a shareholder,
as such, of Smith Barney Muni Funds is made a party to any suit or
proceeding to enforce any personal liability, Smith Barney Muni
Funds shall indemnify and hold each such shareholder harmless from
and against all claims and liabilities to which such shareholder
may become subject by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder's liability is limited to
circumstances in which Smith Barney Muni Funds itself would be
unable to meet its obligations.
The foregoing opinion is limited to the laws of the
Commonwealth of Massachusetts, and we are expressing no opinion as
to the effect of the laws of any other jurisdiction. With respect
to all matters of Massachusetts law we have, with your approval,
relied upon the opinion dated September 23, 1997 of Goodwin,
Procter & Hoar, and our opinion is subject to the same
assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Goodwin, Procter &
Hoar. We believe you and we are justified in relying on such
opinion for such matters.
Also, we have relied as to certain matters on information
obtained from public officials, officers of the Trust and other
sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an
exhibit to the Trust's Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/Sullivan & Cromwell
September 23, 1997
Ohio Portfolio,
Smith Barney Muni Funds,
388 Greenwich Street,
New York, New York 10013.
National Portfolio,
Smith Barney Muni Funds,
388 Greenwich Street,
New York, New York 10013.
Ladies and Gentlemen:
We have acted as counsel to Smith Barney Muni Funds, a
Massachusetts business trust (the "Fund"), in connection with the
Plan of Reorganization (the "Agreement"), included as Exhibit A to
the Fund's Registration Statement on Form N-14, between the Ohio
Portfolio ("Target") and the National Portfolio ("Aquiror"), each
a series of the Fund, and we render this opinion to you pursuant
to Section 3.4 of the Agreement. Capitalized terms not defined
herein have the meanings specified in the Agreement.
For purposes of the opinion set forth below, we have relied,
with your consent, upon the accuracy and completeness of (i) the
statements and representations contained in the Agreement and in
the Prospectus/Proxy Statement to be distributed to the
shareholders of Target in connection with the Reorganization and
(ii) the statements and representations contained in the letter of
representation from the Fund to us dated September 23, 1997.
With your consent, we have not attempted to verify independently
the accuracy of any information in these documents and have
assumed that the statements (including the facts underlying
statements phrased as "expectations" or "anticipations") and
representations contained therein will be true on the Closing Date.
In addition, in connection with this opinion, we have assumed
with your consent, that the Reorganization will be effected in
accordance with the Agreement.
On the basis of the foregoing, and our consideration of such
other matters as we have considered necessary, we advise you
that, in our opinion:
1. The Reorganization will constitute a reorganization
with in the meaning of Section 368(a)(1)(C) of the Code, and each
of Target and Acquiror will be a "party to a reorganization"
within the meaning of Section 368(b) of the Code.
2. Acquiror will not recognize gain or loss upon the
receipt of Target assets in exchange solely for Acquiror shares
and the assumption of all stated Target liabilities.
3. Target will not recognize gain or loss upon the
transfer of Target assets in exchange solely for Acquiror shares
and the assumption of all stated Target liabilities, or upon the
distribution (whether actual or constructive) of Acquiror shares
to Target shareholders.
4. Target shareholders will not recognize gain or loss
upon the exchange, pursuant tot he Reorganization, of their Target
shares for Acquiror shares or upon the assumption by Aquiror of
all stated Target liabilities.
5. The basis of Acquiror shares to be received by Target
shareholders pursuant to the Reorganization will be the same as
the basis of Target shares surrendered in exchange therefor, and
the holding period of Acquiror shares to be received by Target
shareholders will include the holding period of Target shares
surrendered in exchange therefor (provided that Target shares are
capital assets in the hands of such shareholders on the Closing
Date).
6. The basis of Target assets to be acquired by Acquiror
will be the same as the basis of such assets to Target immediately
prior to the Reorganization, and the holding period of Target
assets to be acquired by Acquiror will include Target's holding
period therefor.
We express no opinion as to the effect of the Reorganization
on Acquiror, Target or Target shareholders in respect of any asset
as to which unrealized gain or loss is required to be recognized
for U.S. federal income tax purposes at the end of each year under
a mark-to-market system of accounting.
The tax consequences described above may not apply to Target
shareholders that acquired shares upon the exercise of employee
stock options or otherwise as compensation, that hold their shares
as part of a "straddle" or "conversion transaction" or that are
insurance companies, securities dealers, financial institutions or
foreign persons.
We hereby consent to the reference to us under the headings
"Information about the Reorganization -- Federal Income Tax
Consequences" and "Legal Matters" in the Prospectus/Proxy
Statement pertaining to the Agreement and to the filing of this
opinion as an exhibit to the Fund's Registration Statement on Form
N-14 filed with the Securities and Exchange Commission. In giving
this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/Sullivan & Cromwell
September 23, 1997
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Re: Acquisition by Smith Barney Muni Funds, on behalf of
its National Portfolio, of the Assets of the Ohio Portfolio,
Another Series of Smith Barney Muni Funds
Ladies and Gentlemen:
You have requested our opinion as special Massachusetts
counsel to Smith Barney Muni Funds (the "Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts, on
behalf of its National Portfolio (the "Acquiring Fund"), a series
of the Trust, in connection with the transfer of all or
substantially all of the assets of its Ohio Portfolio (the
"Acquired Fund"), also a series of the Trust, in exchange for
shares of beneficial interest of the Acquiring Fund and the
assumption by the Acquiring Fund for certain liabilities of the
Acquired Fund, pursuant to a Plan of Reorganization (the "Plan")
dated as of November 12, 1996, amended as of September 3, 1997,
and adopted by the Trust on behalf of the Acquiring Fund and the
Acquired Fund.
In connection with this opinion, we have examined:
1. the Plan;
2. the Declaration of Trust of the Trust, restated as of
April 23, 1986, as amended to date, certified by an
Assistant Secretary of the Trust (the "Declaration of
Trust");
3. the By-laws of the Trust, as amended to date, certified
by the Secretary of the Trust;
4. a certificate as of a recent date of the Secretary of
State of the Commonwealth of Massachusetts as to the good
standing of the Trust and the authority of the Trust to
exercise in the Commonwealth all of the powers recited in
the Declaration of Trust and to transact business in the
Commonwealth; and
5. a certificate of the Secretary of the Trust as to,
among other things, the issuance of shares of beneficial
interest of the Trust and actions of the trustees of the
Trust relating to the adoption and approval of the Plan.
As to matters of fact underlying the opinions expressed
herein, we have relied exclusively upon certificates of certain
public officials and officers of the Trust and upon the
representations and warranties of the Trust contained in the Plan.
We have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of
all documents submitted to us as copies.
We have made such examinations of Massachusetts law as in
our judgment is necessary and appropriate for the purposes of this
opinion. Members of this firm are admitted to practice in the
Commonwealth of Massachusetts and certain other jurisdictions;
however, we render no opinion herein with respect to the laws of
any jurisdiction other than the Commonwealth of Massachusetts.
Nothing contained herein shall be deemed to be an opinion as to
any law other than the laws of the Commonwealth of Massachusetts.
As indicated below, the Trust is entity of the type commonly
known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of
the Trust. The Declaration of Trust provides, however, that if a
shareholder, as such, of the Trust is made a party to any suit or
proceeding to enforce any personal liability, the Trust shall
indemnify and hold each such shareholder harmless from and against
all claims and liabilities to which such shareholder may become
subject by reason of his being or having been a shareholder.
Thus, the risk of a shareholder incurring financial loss on
account of shareholder's liability is limited to circumstances in
which the Trust itself would be unable to meet its obligations.
Anything in this opinion to the contrary notwithstanding, we
render or imply no opinion with respect to compliance with any
applicable securities or anti-fraud statutes, rules, regulations
or other similar laws of any state (including Massachusetts) or
the United States of America. In rendering the opinions herein,
we assume that there will be not material changes in the facts and
conditions on which we base such opinions between the date hereof
and the time of issuance of the shares of beneficial interest of
the Trust representing interests in the Acquiring Fund (the
"Shares") pursuant to the Plan.
Based upon and subject to the foregoing, we are of the
opinion that all necessary Trust action precedent to the issuance
of the Shares pursuant to the Plan, other than the approval of the
shareholders of the Acquired Fund, has been duly taken. We are
further of the opinion that the Shares, when issued in accordance
with the terms of the Plan, and assuming the Plan has been
approved by a vote of a majority of the shares of the Acquired
Fund represented in person or by proxy and entitled to vote at a
meeting of shareholders where the holders of record of one-third
of the shares of the Acquired Fund issued and outstanding and
entitled to vote thereat are present, will be validly issued,
fully paid and nonassessable by the Trust.
This opinion is issued to, and may be relied upon only by,
you in rendering your opinion in connection with the registration
of the Shares and this opinion may not be used by any other person
or for any other purpose without our prior written consent.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
DOCSC\552518.1
October 1, 1997
Smith Barney Muni Funds
388 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
Reference is made to our opinion dated September 23, 1997
(the "Opinion") issued to Sullivan & Cromwell relating to the
acquistion by Smith Barney Muni Funds (the "Trust"), on behalf of
its National Portfolio series, of the assets of the Ohio
Portfolio, another series of the Trust, as described more fully in
Pre-Effective Amendment No. 3 to the Registration Statement (No.
333-12709) on Form N-14 of the Trust (the "Registration
Statement"). Notwithstanding anything to the contrary contained
in the last paragraph of the Opinion, we hereby consent to the
filing of the Opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
