As filed with the Securities and Exchange Commission on September 3, 1996
Securities Act Registration No. 333-04529
Investment Company Act Registration No. 811-4769
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. 2
STRONG MUNICIPAL BOND 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 September 4, 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 July 28, 1986.
The Registrant's Rule 24f-2 Notice for the fiscal year ended December 31,
1995 was filed on or about February 21, 1996. Pursuant to Rule 429 under the
Securities Act of 1933, this Registration Statement relates to shares
previously registered on the aforesaid Registration Statement.
<PAGE>
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. 2 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 3rd day of September,
1996.
STRONG MUNICIPAL BOND 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. 2 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 September 3, 1996
John Dragisic Executive Officer and
acting Principal Financial
Accounting Officer) and
a Director
/s/ Richard S. Strong Chairman of the Board September 3, 1996
Richard S. Strong and a Director
Director September 3, 1996
Marvin E. Nevins*
Director September 3, 1996
Willie D. Davis*
Director September 3, 1996
William F. Vogt*
Director September 3, 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 this
Registration Statement filed on or before May 24, 1996.
By: /s/ Thomas P. Lemke
Thomas P. Lemke
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
(12) Opinion of Counsel as to tax matters
and consequences to shareholders including
consent of such firm.
KATTEN MUCHIN & ZAVIS
1025 THOMAS JEFFERSON STREET, N.W.
EAST LOBBY, SUITE 700
WASHINGTON, D.C. 20007
August 30, 1996
Board of Directors
Strong Municipal Bond Fund
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Board of Directors
Strong Insured Municipal Bond Fund
100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Gentlemen:
We have been requested to render this opinion concerning certain matters
of federal income tax law in connection with the proposed acquisition of
substantially all of the property and assets (except a reserve account
("Reserve Account") for certain expenses and liabilities) (the "Acquired
Fund Net Assets") of Strong Insured Municipal Bond Fund, Inc., a corporation
organized and existing under the laws of the State of Wisconsin (the
"Acquired Fund"), by Strong Municipal Bond Fund, Inc., a corporation
organized and existing under the laws of the State of Wisconsin (the
"Acquiring Fund"), in exchange for shares of the Acquiring Fund ("Acquiring
Fund Shares") equal in value to the Acquired Fund Net Assets pursuant to
the applicable corporate laws of the State of Wisconsin (the "Reorganization"),
and in accordance with that certain Agreement and Plan of Reorganization
between the Acquired Fund and the Acquiring Fund for the Reorganization dated
as of May 24, 1996 (the "Agreement"). Our opinion is being delivered to you
pursuant to Sections 7.7 and 8.9 of the Agreement.
Except as otherwise provided, capitalized terms referred to herein have
the meanings set forth in the Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended
(the "Code").
We have acted as special counsel to both the Acquired Fund and the
Acquiring Fund in connection with the Reorganization. As such, and for the
purpose of rendering this opinion, we have examined and are relying upon
(without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, covenants, conditions,
representations and warranties contained in the following documents
(including all schedules and exhibits thereto):
1. The Agreement.
2. The Registration Statement of the Acquiring Fund on Form N-14 File Nos.
333-04529 and 811-4769, as filed with the Securities and Exchange
Commission on May 24, 1996 (the "Registration Statement") and Post-
Effective Amendment No. 1 thereto.
3. Certificates of certain officers of the Acquiring Fund and the Acquired
Fund as to the satisfaction of various conditions for the Reorganization
under the Agreement; and
4. Such other instruments and documents related to the formation, organization
and operation of the Acquiring Fund and the Acquired Fund or the
consummation of the Reorganization and the transactions contemplated
thereby as we have deemed necessary or appropriate.
In connection with rendering this opinion, we have assumed (and are
relying thereon, without any independent investigation or review thereof) that:
1. Original documents (including signatures) are authentic; documents
submitted to us as copies conform to the original documents or the forms
thereof included in the Registration Statement and Post-Effective Amendment
No. 1, and there has been due execution and delivery of all documents where
due execution and delivery are prerequisites to the effectiveness thereof;
2. Any representation or statement included in the Agreement and made "to
the knowledge of" or otherwise similarly qualified is correct without
such qualification;
3. The Reorganization will be consummated pursuant to the Agreement and will
be effective under the applicable state law; and
4. All indebtedness of the Acquired Fund is short term indebtedness
representing accounts payable and accruals incurred in the ordinary
course of business.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein,
we are of the opinion that for federal income tax purposes:
(a) the transfer of all of the property and assets of the Acquired Fund
(other than the Reserve Account) to the Acquiring Fund in exchange for
Acquiring Fund Shares, and the distribution of said Acquiring Fund
Shares to the shareholders of the Acquired Fund, as described in the
Agreement and the Registration Statement, will constitute a
reorganization within the meaning of Section 368(a)(1)(C) of the Code;
(b) in accordance with Section 361(a), Section 361(c)(1) and Section
357(a) of the Code, no gain or loss will be recognized by the Acquired
Fund or its shareholders as a result of such transactions;
(c) in accordance with Section 1032(a) of the Code, no gain or loss will
be recognized by the Acquiring Fund or its shareholders as a result of
such transactions;
(d) in accordance with Section 354(a)(1) of the Code, no gain or loss will
be recognized by the Acquired Fund Shareholders on the distribution to
them by the Acquired Fund of Acquiring Fund Shares in exchange for
their shares of the Acquired Fund;
(e) in accordance with Section 358(a)(1) of the Code, the basis of the
Acquiring Fund Shares received by each Acquired Fund Shareholder will
be the same as the basis of the Acquired Fund Shareholder's shares
immediately prior to the Reorganization;
(f) in accordance with Section 362(b) of the Code, the basis to the
Acquiring Fund of the property and assets of the Acquired Fund
received pursuant to the Reorganization will be the same as the basis
of such assets in the hands of the Acquired Fund immediately prior to
the transaction;
(g) in accordance with Section 1223(1) of the Code, a shareholder's
holding period for Acquiring Fund Shares will be determined by
including the period for which the shareholder held Acquired Fund
Shares exchanged therefor, provided that the Acquired Fund Shareholder
held such Acquired Fund Shares as a capital asset;
(h) in accordance with Section 1223(2) of the Code, the holding period of
the Acquiring Fund with respect to the property and assets received
from the Acquired Fund in the Reorganization will include the period
for which such property and assets were held by the Acquired Fund;
(i) subject to the conditions and limitations specified in Sections 381,
382, 383 and 384 of the Code, the Acquiring Fund will succeed to and
take into account the items of the Acquired Fund described in Section
381(c) of the Code, including the earnings and profits, or deficit in
earnings and profits, of the Acquired Fund as of the Closing Date, in
accordance with Section 381(a) of the Code and Treasury Regulation
Section 1.381-1(a);
(j) any deficit in earnings and profits of the Acquired Fund will be used
only to offset earnings and profits accumulated after the Closing
Date; and
(k) the discussion entitled "Federal Income Tax Consequences" in the
Registration Statement is materially accurate as to matters of law.
In addition to the assumptions set forth above, this opinion is subject
to the exceptions, limitations and qualifications set forth below:
1. Our opinion is not binding upon the Internal Revenue Service or the
courts, and the Internal Revenue Service is not precluded from
asserting a contrary position. No ruling has been or will be requested
from the Internal Revenue Service concerning the federal income tax
consequences of the Reorganization. Future legislative, judicial or
administrative changes, on either a prospective or retroactive basis,
may adversely affect the accuracy of the opinion expressed herein.
Nevertheless, we undertake no responsibility to advise you of any new
developments in the application or interpretation of the federal income
tax laws.
2. Our opinion concerning certain of the federal tax consequences of the
Reorganization is limited to the specific federal tax consequences
presented above. No opinion is expressed as to any transaction other
than the Reorganization, including any transaction undertaken in
connection with the Reorganization. In addition, this opinion does not
address any other federal, estate, gift, state, local or foreign tax
consequences that may result from the Reorganization.
3. No opinion is expressed if all the transactions described in the
Agreement are not consummated in accordance with the terms of such
Agreement and without waiver or breach of any material provision thereof
or if all of the representations, warranties, covenants, conditions,
statements and assumptions upon which we relied are not true and
accurate at all relevant times. In the event any one of the statements,
representations, warranties, covenants, conditions or assumptions upon
which we have relied to issue this opinion is incorrect, our opinion
might be adversely affected and may not be relied upon.
4. This opinion is being delivered solely for the purpose of satisfying the
requirements set forth in Sections 7.7 and 8.9 of the Agreement. This
opinion may not be relied upon or utilized for any other purpose or
by any other person or entity, and may not be made available to any
other person or entity, without our prior written consent. We do,
however, consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto and further consent
to the use of our name in the Registration Statement or any amendment
thereto wherever it appears.
Very truly yours,
/s/Katten Muchin & Zavis
Katten Muchin & Zavis
