<PAGE>
As filed with the Securities and Exchange Commission on March 12, 1999
Registration No. 333-66477
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. __
[x] Post-Effective Amendment No. 1
WM Trust II
(Exact name of Registrant as Specified in Charter)
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
(Address of Principal Executive Offices)
(206) 461-3800
(Area Code and Telephone Number)
------------
John T. West
1201 Third Avenue, Suite 1400
Seattle, Washington 98101
(Name and Address of Agent for Service)
Copies to:
Joseph B. Kittredge, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
------------
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
------------
<PAGE>
WM TRUST II
SHORT TERM HIGH QUALITY BOND FUND,
CALIFORNIA MUNICIPAL FUND and GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 16. Exhibits
(12) The following opinions of counsel as to tax matters and consent of
counsel are filed herewith:
(a) Opinion of counsel as to certain tax matters related to the
merger of the Short-Term Bond Fund of The Griffin Funds, Inc.
("Griffin") into the Short Term High Quality Bond Fund.
(b) Opinion of counsel as to certain tax matters related to the
merger of Griffin's California Tax-Free Fund into the California
Municipal Fund.
(c) Opinion of counsel as to certain tax matters relating to the
merger of Griffin's Growth Fund into the Growth Fund.
(d) Consent of counsel.
<PAGE>
SIGNATURES
----------
As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant, in the City of Seattle and State of
Washington on the 12/th/ day of March, 1999.
WM TRUST II
By:/s/ William G. Papesh
-----------------------------
William G. Papesh
President
Pursuant to the requirements of 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(s) Date
--------- -------- ----
/s/ William G. Papesh President and March 12, 1999
- ------------------------------- Trustee
William G. Papesh
/s/ Monte D. Calvin Vice President and March 12, 1999
- ------------------------------- Treasurer
Monte D. Calvin
/s/ David E. Anderson* Trustee March 12, 1999
- -------------------------------
David E. Anderson
/s/ Wayne L. Attwood* Trustee March 12, 1999
- -------------------------------
Wayne L. Attwood, M.D.
/s/ Arthur H. Bernstein, Esq.* Trustee March 12, 1999
- -------------------------------
Arthur H. Bernstein
/s/ Kristianne Blake* Trustee March 12, 1999
- -------------------------------
Kristianne Blake
/s/ Edmond R. Davis* Trustee March 12, 1999
- -------------------------------
Edmond R. Davis
<PAGE>
Trustee March 12, 1999
- -------------------------------
John W. English
/s/ Anne V. Farrell* Trustee March 12, 1999
- -------------------------------
Anne V. Farrell
/s/ Michael K. Murphy* Trustee March 12, 1999
- -------------------------------
Michael K. Murphy
/s/ Daniel L. Pavelich* Trustee March 12, 1999
- -------------------------------
Daniel L. Pavelich
/s/ Alfred E. Osborne, Jr. Ph.D.* Trustee March 12, 1999
- --------------------------------
Alfred E. Osborne, Jr. Ph.D.
Trustee March 12, 1999
- -------------------------------
Jay Rockey
/s/ Richard C. Yancey* Trustee March 12, 1999
- -------------------------------
Richard C. Yancey
*By: /s/ Monte D. Calvin
---------------------------------
Monte D. Calvin
Attorney-in-Fact, pursuant to the
Power of Attorney filed previously.
<PAGE>
Exhibit Index
-------------
Exhibit
No. Exhibit Name
- ------ ------------
12(a) Opinion of counsel as to certain tax matters related to the merger of
Griffin's Short-Term Bond Fund into the Short Term High Quality Bond
Fund.
12(b) Opinion of counsel as to certain tax matters related to the merger of
Griffin's California Tax-Free Fund into the California Municipal Fund.
12(c) Opinion of counsel as to certain tax matters relating to the merger of
Griffin's Growth Fund into the Growth Fund.
12(d) Consent of counsel.
<PAGE>
EXHIBIT 12(A)
ROPES & GRAY
ONE INTERNATIONAL PLACE ONE FRANKLIN SQUARE
BOSTON, MASSACHUSETTS 02110-2624 1301 K STREET, N.W.
30 Kennedy Plaza (617) 951-7000 SUITE 800 EAST
PROVIDENCE, RI 02803-2358 FAX:(617) 951-7050 WASHINGTON, DC 20005-3333
(401) 455-4400 (202) 826-3900
FAX:(401) 455-4401 FAX: (202) 826-3961
March 5, 1999
WM Short-Term High Quality Bond Fund
WM Trust II
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Short-Term Bond Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust II, a Massachusetts business trust ("WM Trust
II") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's
<PAGE>
WM Short-Term High Quality Bond Fund
Griffin Short-Term Bond Fund -2- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon the
exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of his
or her Target Fund Shares exchanged therefor; and
<PAGE>
WM Short-Term High Quality Bond Fund
Griffin Short-Term Bond Fund -3- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring Fund
Shares will be determined by including the period for which he or she
held the Target Fund Shares exchanged therefor, provided that he or she
held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(B)
ROPES & GRAY
ONE INTERNATIONAL PLACE ONE FRANKLIN SQUARE
BOSTON, MASSACHUSETTS 02110-2624 1301 K STREET, N.W.
30 Kennedy Plaza (617) 951-7000 SUITE 800 EAST
PROVIDENCE, RI 02803-2358 FAX:(617) 951-7050 WASHINGTON, DC 20005-3333
(401) 455-4400 (202) 826-3900
FAX:(401) 455-4401 FAX: (202) 826-3961
March 5, 1999
WM California Municipal Fund
WM Trust II
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin California Tax-Free Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust II, a Massachusetts business trust ("WM Trust
II") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end
management investment company. Shares of Acquiring Fund are redeemable at net
asset value at each shareholder's
<PAGE>
WM California Municipal Fund
Griffin California Tax-Free Fund -5- March 5, 1999
option. Acquiring Fund has elected to be a regulated investment company for
federal income tax purposes under Section 851 of the Code.
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM California Municipal Fund
Griffin California Tax-Free Fund -6- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he or
she held such Target Fund Shares as capital assets.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(C)
ROPES & GRAY
ONE INTERNATIONAL PLACE ONE FRANKLIN SQUARE
BOSTON, MASSACHUSETTS 02110-2624 1301 K STREET, N.W.
30 Kennedy Plaza (617) 951-7000 SUITE 800 EAST
PROVIDENCE, RI 02803-2358 FAX:(617) 951-7050 WASHINGTON, DC 20005-3333
(401) 455-4400 (202) 826-3900
FAX:(401) 455-4401 FAX: (202) 826-3961
March 5, 1999
WM Growth Fund
WM Trust II
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Griffin Growth Fund
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, California 91706
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of February 5, 1999, between The
Griffin Funds, Inc., a Maryland corporation, on behalf of its Growth Fund
("Target Fund"), and the WM Trust II, a Massachusetts business trust ("WM Trust
II") on behalf of its Growth Fund ("Acquiring Fund"). The Agreement describes a
proposed transaction (the "Transaction") to occur on March 5, 1999 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund. This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 8(h) and 9(f) of the Agreement. Capitalized terms not
defined herein are used herein as defined in the Agreement.
Target Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company. Shares
of Target Fund are redeemable at net asset value at each shareholder's option.
Target Fund has elected to be a regulated investment company for federal income
tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended
(the "Code").
Acquiring Fund is registered under the 1940 Act as an open-end management
investment company. Shares of Acquiring Fund are redeemable at net asset value
at each shareholder's option. Acquiring Fund has elected to be a regulated
investment company for federal income tax purposes under Section 851 of the
Code.
<PAGE>
WM Growth Fund
Griffin Growth Fund -8- March 5, 1999
For purposes of this opinion, we have considered the Agreement, the
Acquired Fund Proxy Statement, the Registration Statement (including the items
incorporated by reference therein), and such other items as we have deemed
necessary to render this opinion. In addition, you have provided us with letters
dated as of the date hereof, representing as to certain facts, occurrences and
information upon which you have indicated that we may rely in rendering this
opinion (whether or not contained or reflected in the documents and items
referred to above).
Based on the foregoing representations and our review of the documents
and items referred to above, we are of the opinion that, subject to the final
two paragraphs hereof, for federal income tax purposes:
(i) The Transaction will constitute a "reorganization," within the meaning
of Section 368(a) of the Code;
(ii) Each of Acquiring Fund and Target Fund will be a "a party to a
reorganization" within the meaning of Section 368(b) of the Code, with
respect to the Transaction;
(iii) No gain or loss will be recognized by Acquiring Fund upon the receipt
of the assets of Target Fund in exchange for Acquiring Fund Shares and
the assumption by Acquiring Fund of the liabilities of Target Fund;
(iv) The basis in the hands of Acquiring Fund of the assets of Target Fund
transferred to Acquiring Fund in the Transaction will be the same as
the basis of such assets in the hands of Target Fund immediately prior
to the transfer;
(v) The holding periods of the assets of Target Fund in the hands of
Acquiring Fund will include the periods during which such assets were
held by Target Fund;
(vi) No gain or loss will be recognized by Target Fund upon the transfer of
Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
Shares and the assumption by Acquiring Fund of the liabilities of
Target Fund, or upon the distribution of Acquiring Fund Shares by
Target Fund to its shareholders in liquidation;
(vii) No gain or loss will be recognized by Target Fund shareholders upon
the exchange of their Target Fund Shares for Acquiring Fund Shares;
(viii) The basis of Acquiring Fund Shares a Target Fund shareholder receives
in connection with the Transaction will be the same as the basis of
his or her Target Fund Shares exchanged therefor; and
<PAGE>
WM Growth Fund
Griffin Growth Fund -9- March 5, 1999
(ix) A Target Fund shareholder's holding period for his or her Acquiring
Fund Shares will be determined by including the period for which he or
she held the Target Fund Shares exchanged therefor, provided that he
or she held such Target Fund Shares as capital assets.
In connection with this opinion we call your attention to Revenue Ruling
87-76, 1987-2 C.B. 84, published by the Internal Revenue Service ("IRS"). In
that ruling, the IRS held that the so-called "continuity of business enterprise"
requirement necessary to tax-free reorganization treatment was not met in the
case of an acquisition of an investment company which invested in corporate
stocks and bonds by an investment company which invested in municipal bonds.
Specifically, the IRS based its ruling on its conclusion that the business of
investing in corporate stocks and bonds is not the same line of business as
investing in municipal bonds. We believe that the IRS's conclusion in this
ruling is questionable, and that, even if the IRS's conclusion is correct, the
facts of this Transaction are distinguishable from those in the published
ruling.
We believe that Acquiring Fund and Target Fund are both engaged in the same
line of business, investing for the benefit of their respective stockholders in
equity securities with a view toward the long term growth of capital. After the
Transaction, Acquiring Fund will continue that business for the benefit of the
stockholders of both Target and Acquiring Funds. While Acquiring Fund will
dispose of securities formerly held by Target Fund in order to conform with its
criteria for the selection of equity securities, it will apply the same criteria
to its own historic investments. All proceeds generated by all such dispositions
will be reinvested in a manner fully consistent with the historic investment
policies of both Funds. In these circumstances, we are of the opinion that
Acquiring Fund will have continued the historic business of Target Fund --
investing in equity securities with a view toward the long term growth of
capital for the benefit of, among others, the historic stockholders of Target
Fund -- and that the continuity of business enterprise doctrine should, as a
result, be satisfied. Because Revenue Ruling 87-76 is the only published ruling
dealing specifically with the application of the "continuity of business
enterprise" requirement to a reorganization involving investment companies,
however, our opinion cannot be free from doubt. No ruling has been or will be
obtained from the IRS as to the subject matter of this opinion and there can be
no assurance that the IRS or a court of law will concur with the opinion set
forth above.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
EXHIBIT 12(D)
ROPES & GRAY
ONE INTERNATIONAL PLACE ONE FRANKLIN SQUARE
BOSTON, MASSACHUSETTS 02110-2624 1301 K STREET, N.W.
30 Kennedy Plaza (617) 951-7000 SUITE 800 EAST
PROVIDENCE, RI 02803-2358 FAX:(617) 951-7050 WASHINGTON, DC 20005-3333
(401) 455-4400 (202) 826-3900
FAX:(401) 455-4401 FAX: (202) 826-3961
March 12, 1999
WM Trust II
1201 Third Avenue, Suite 2210
Seattle, Washington 98101
Ladies and Gentlemen:
We hereby consent to the filing as exhibits to your Registration Statement
on Form N-14 (File No. 333-66477) of our three opinions, each dated March 5,
1999 and each addressed to you, as to certain tax matters related to the
transactions carried out pursuant to such Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
