YC201!.doc/48230 1
Reg. No. 33-54703
811-5950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONEY MARKET OBLIGATIONS TRUST
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Thomas J. Donnelly, Esquire Matthew G. Maloney, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin, L.L.P.
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of this Registration
Statement.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 that it elects to register an
indefinite amount of securities under the Securities Act of 1933
and filed the Notice required by that Rule for Registrant's most
recent fiscal year on September 15, 1993.
The 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, as amended, or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in
Prospectus of Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location
in Prospectus
1. Beginning of Registration
Statement
and Outside Front Cover Page
of Prospectus.......................... Cross Reference
Sheet; Cover Page
2. Beginning and Outside Back
Cover
Page of Prospectus.................... Table of Contents
3. Synopsis Information and
Risk Factors. Summary; Risk Factors
4. Information About the
Transaction.....
Information About the
Reorganization
5. Information About the
Registrant......
Information About the
Trust, the Portfolio and
the Fund
6. Information About the
Company
Being Acquired........................ Information About
the Trust, the Portfolio
and the Fund
7. Voting
Information................
.... Voting Information
8. Interest of Certain Persons
and Experts........................... Not Applicable
9. Additional Information
Required
for Reoffering by Persons Deemed
to be Underwriters.................... Not Applicable
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of Automated Cash
Management Trust (the "Fund") are pleased to submit for your vote
a proposal to sell all of the Fund's assets to Automated Cash
Management Trust (the "Portfolio"), a portfolio of Money Market
Obligations Trust (the "Trust"), a money market mutual fund
advised by Federated Management. The Portfolio has an investment
objective similar to that of the Fund. As part of the
transaction, shareholders in the Fund would receive shares in the
Portfolio equal in value to their shares in the Fund and the Fund
would be dissolved.
The Board of Trustees of the Fund, as well as Federated
Management, the Fund's adviser, believe the proposed agreement
and plan of reorganization is in the best interests of Fund
shareholders for the following reasons:
--The Trust offers a variety of investment portfolios
which invest in money market securities and the reorganization of
the Fund as a portfolio of the Trust is expected to provide
operating efficiencies as a result of the common management and
investment advisory services provided to each of these
portfolios, including the Portfolio.
--The transaction may result in economies of scale to the
extent that certain expenses previously borne by the Fund will be
shared by all of the portfolios of the Trust.
We believe the sale of the Fund's assets in this
transaction will present an excellent investment opportunity for
our shareholders. Your vote on the transaction is critical to
its success. The sale will be effected only if approved by two-
thirds of the Fund's outstanding shares on the record date voted
in person or represented by proxy. We hope you share our
enthusiasm and will participate by casting your vote in person,
or by proxy if you are unable to attend the meeting. Please read
the enclosed prospectus/proxy statement carefully before you
vote. If you have any questions, please feel free to call us at
800-245-5000.
Thank you for your prompt attention and participation.
Sincerely,
Automated Cash Management Trust
Glen R. Johnson
President
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF AUTOMATED CASH MANAGEMENT TRUST:
A Special Meeting of Shareholders of Automated Cash Management
Trust (the "Fund") will be held at 2:00 p.m. on October 21, 1994
at the office of the Fund, Federated Investors Tower, 19th
Floor, Pittsburgh, Pennsylvania 15222-3779 for the following
purposes:
1. To approve or disapprove a proposed Agreement
and Plan of Reorganization between the Fund and
Money Market Obligations Trust (the "Trust"), on
behalf of its portfolio, Automated Cash Management
Trust (the "Portfolio"), whereby the Trust would
acquire all of the assets of the Fund in exchange
for Portfolio shares to be distributed pro rata by
the Fund to its shareholders in complete liquidation
and dissolution of the Fund; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
By Order of the Board of Trustees,
Dated: August 30, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business August
23, 1994 are entitled to vote at the meeting. Whether or not you
plan to attend the meeting, please sign and return the enclosed
proxy card. Your vote is important.
To secure the largest possible representation and to save
the expense of further mailings, please mark your proxy card,
sign it, and return it in the enclosed envelope, which requires
no postage if mailed in the United States. You may revoke your
proxy at any time at or before the meeting or vote in person if
you attend the meeting.
PROSPECTUS/PROXY STATEMENT
AUGUST 30, 1994
Acquisition of the Assets of
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
AUTOMATED CASH MANAGEMENT TRUST
a Portfolio of MONEY MARKET OBLIGATIONS TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Prospectus/Proxy Statement describes the proposed
Agreement and Plan of Reorganization (the "Plan") whereby Money
Market Obligations Trust, a Massachusetts business trust (the
"Trust"), on behalf of its portfolio Automated Cash Management
Trust (the "Portfolio"), would acquire all of the assets of
Automated Cash Management Trust, a Massachusetts business trust
(the "Fund"), in exchange for Portfolio shares to be distributed
pro rata by the Fund to its shareholders in complete liquidation
and dissolution of the Fund. As a result of the Plan, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund.
The Trust is an open-end management investment company
which currently includes several portfolios, each of which has
its own investment objective. The Portfolio is a newly-organized
portfolio of the Trust whose investment objective is stability of
principal and current income consistent with stability of
principal. The Portfolio pursues this investment objective by
investing in a portfolio of money market instruments maturing in
13 months or less. The average maturity of money market
instruments in the Portfolio's portfolio, computed on a dollar
weighted basis, will be 90 days or less. The Fund has a similar
investment objective, which it pursues by investing in a
portfolio of money market instruments maturing in one year or
less. The average maturity of money market instruments in the
Fund's portfolio, computed on a dollar weighted basis, will be 90
days or less. Both the Portfolio and the Fund are money market
mutual funds which seek to stabilize their offering and
redemption prices at $1.00 per share, although there can be no
assurance that either the Portfolio or the Fund will be able to
do so. An investment in the Portfolio or Fund is neither insured
nor guaranteed by the United States government. For a comparison
of the investment policies of the Portfolio and the Fund, see
"Summary-Investment Objectives and Policies".
This Prospectus/Proxy Statement should be retained for
future reference. It sets forth concisely the information about
the Trust and the Portfolio that a prospective investor should
know before investing. This Prospectus/Proxy Statement is
accompanied by the Prospectus of the Portfolio dated August 12,
1994 which is incorporated herein by reference. Statements of
Additional Information for the Portfolio dated August 12, 1994
(relating to the Portfolio's prospectus of the same date) and
August 30, 1994 (relating to this Prospectus/Proxy Statement)
containing additional information have been filed with the
Securities and Exchange Commission and are incorporated herein by
reference. Copies of the Statements of Additional Information
may be obtained without charge by writing or calling the Trust at
the address and telephone number shown above.
INVESTMENTS IN BOTH THE PORTFOLIO AND THE FUND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. AN INVESTMENT IN THE
PORTFOLIO OR THE FUND INVOLVES A POSSIBLE LOSS OF PRINCIPAL.
BOTH THE PORTFOLIO AND THE FUND ATTEMPT TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT
THEY WILL BE ABLE TO DO SO.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT
DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR
GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
Summary..........................................................
...... 11
Risk
Factors..........................................................
. 17
Information About the
Reorganization................................... 18
Information About the Trust, the Portfolio and the
Fund................ 24
Voting
Information.....................................................
26
SUMMARY
About the Proposed Reorganization
The Board of Trustees of Automated Cash Management Trust
(the "Fund") has voted to recommend to shareholders of the Fund
the approval of an Agreement and Plan of Reorganization (the
"Plan") whereby Money Market Obligations Trust, a Massachusetts
business trust (the "Trust"), on behalf of its portfolio,
Automated Cash Management Trust (the "Portfolio"), would acquire
all of the assets of the Fund in exchange for Portfolio shares to
be distributed pro rata by the Fund to its shareholders in
complete liquidation and dissolution of the Fund (the
"Reorganization"). As a result of the Reorganization, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund on the date of the
Reorganization, i.e., the Closing Date. Neither Fund nor
Portfolio shareholders currently have any exchange rights.
As a condition to the Reorganization transactions, the
Trust and the Fund will receive an opinion of counsel that the
Reorganization will be considered a tax-free "reorganization"
under applicable provisions of the Internal Revenue Code so that
no gain or loss will be recognized by either the Trust or the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
After the acquisition is completed, the Fund will
dissolve and deregister as an investment company under the
Investment Company Act of 1940 (the "1940 Act").
Investment Objectives and Policies
The investment objective of the Portfolio is stability of
principal and current income consistent with stability of
principal. The Portfolio pursues its investment objective by
investing in a portfolio of money market instruments maturing in
13 months or less. The average maturity of money market
instruments in the Portfolio's portfolio, computed on a dollar
weighted basis, will be 90 days or less. This investment
objective and the Portfolio's fundamental investment policies may
not be changed without the approval of shareholders.
The investment objective of the Fund is identical to that
of the Portfolio. The Fund pursues its investment strategy by
investing in a portfolio of money market instruments maturing in
one year or less. The average maturity of money market
instruments in the Fund's portfolio, computed on a dollar
weighted basis, will be 90 days or less. This investment
objective and the Fund's fundamental investment policies may not
be changed without the approval of shareholders.
The money market instruments in which the Fund and the
Portfolio invest must either be rated in the highest short-term
rating categories by one or more nationally recognized
statistical rating organizations or, if not rated, be of
comparable quality to securities having such ratings.
Both the Portfolio and the Fund are subject to certain
investment limitations. For the Portfolio, these include
investment limitations which prohibit it from (1) borrowing money
directly or through reverse repurchase agreements or pledging
securities except that, under certain circumstances, the
Portfolio may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of those assets to
secure such borrowings; or (2) investing more than 5% of its
total assets in securities of issuers that have records of less
than three years of continuous operations. The Fund has the
investment limitations listed above and also has the following
additional limitation: with respect to 75% of its total assets,
purchasing securities issued by any one banking institution,
including repurchase agreements secured by certificates of
deposit, having a value of more than 15% of the Portfolio's total
assets.
Reference is hereby made to the Portfolio's Prospectus
and Statement of Additional Information, each dated August 12,
1994, and to the Fund's Prospectus and Statement of Additional
Information, each dated June 30, 1994, which set forth in full
the investment objectives and policies and investment limitations
of each of the Portfolio and the Fund.
Advisory and Other Fees
The annual investment advisory fee for each of the
Portfolio and the Fund is 0.50 of 1% of the Portfolio's or the
Fund's, as applicable, average daily net assets. Under the
investment advisory contract, Federated Management, the
investment adviser to the Portfolio (the "Adviser"), will
voluntarily waive some or all of its advisory fee to the extent
that specified operating expenses exceed a certain percentage of
its average daily net assets. This does not include
reimbursement to the Portfolio of any expenses incurred by
shareholders who use the transfer agent's subaccounting
facilities. This agreement to waive fees may be terminated by
the Adviser at any time in its sole discretion. The Adviser has
also undertaken to reimburse the Portfolio for operating expenses
in excess of limitations established by certain states. The
Adviser, which also serves as investment adviser to the Fund, has
similarly voluntarily undertaken to waive some or all of its
advisory fee and undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain states,
but may likewise terminate such waivers at any time in its sole
discretion. Without such waiver or reimbursement, the expense
ratio of each of the Portfolio and the Fund would be higher by
0.30 and 0.32 of 1%, respectively, of average daily net assets.
Federated Administrative Services, an affiliate of the
Adviser, provides certain administrative personnel and services
necessary to operate the Portfolio at an annual rate based upon
the average aggregate daily net assets of all funds advised by
the Adviser and its affiliates. The rate charged is 0.15 of 1%
of the first $250 million of all such funds' average aggregate
daily net assets, 0.125 of 1% on the next $250 million, 0.10 of
1% on the next $250 million and 0.075 of 1% of all such funds'
average aggregate daily net assets in excess of $750 million,
with a minimum annual fee per portfolio of $125,000 plus $30,000
for each additional class of such portfolio. Federated
Administrative Services may choose voluntarily to waive a portion
of its fee. Federated Administrative Services also provides
personnel and services to the Fund at identical rates. The
administrative fee expense for the Fund's most recent fiscal year
was 0.07 of 1% of its average aggregate daily net assets. The
Portfolio estimates that its administrative fee expense for the
current fiscal year will be 0.07 of 1% of its average aggregate
daily net assets.
The Portfolio has a Shareholder Services Plan under which
it may make payments of up to 0.25 of 1% of the average daily net
asset value of the Portfolio to obtain certain services for
shareholders and the maintenance of shareholder accounts. The
Portfolio has entered into a Shareholder Services Agreement
pursuant to which Federated Shareholder Services, an affiliate of
the Adviser, will either perform shareholder services directly or
will select certain financial institutions to perform such
services. The Fund has an identical agreement with Federated
Shareholder Services.
The maximum total annual operating expenses for the
Portfolio is expected to be 0.57% of average daily net assets and
would be 0.87% of average daily net assets absent the voluntary
waiver by the Adviser of a portion of the investment advisory
fee. The maximum total annual operating expenses for the Fund is
expected to be 0.57% of average daily net assets and would be
0.89% of average daily net assets absent the voluntary waiver by
the Adviser of a portion of the investment advisory fee.
Distribution Arrangements
Federated Securities Corp. ("FSC") is the principal
distributor for shares of the Portfolio and has been the
principal distributor for shares of the Fund as well. Neither
the Portfolio nor the Fund have a Rule 12b-1 plan in effect and,
accordingly, do not, nor does FSC, compensate brokers and dealers
for sales and administrative services performed in connection
with sales of Portfolio or Fund shares pursuant to a plan of
distribution adopted pursuant to Rule 12b-1.
Purchase and Redemption Procedures
The transfer agent and dividend disbursing agent for each
of the Portfolio and the Fund is Federated Services Company.
Procedures for the purchase and redemption of Portfolio shares
are identical to procedures applicable to the purchase and
redemption of Fund shares. Any questions about such procedures
may be directed to, and assistance in effecting purchases or
redemptions of Portfolio shares may be obtained from, FSC,
principal distributor for each of the Portfolio and the Fund, at
800-245-5000.
Reference is made to the Prospectus of the Portfolio
dated August 12, 1994, and the Prospectus of the Fund dated
June 30, 1994 for a complete description of the purchase and
redemption procedures applicable to purchases and redemptions of
Portfolio and Fund shares, respectively, each of which is
incorporated herein by reference thereto. Set forth below is a
brief listing of the significant purchase and redemption
procedures of each of the Portfolio and the Fund.
Purchases of shares may be made by wire or by check. The
minimum initial investment in each of the Portfolio and the Fund
is $25,000; however, an account may be opened with a smaller
amount as long as the $25,000 minimum is reached within 90 days.
All accounts maintained by an institutional investor will be
combined together to determine whether such minimum investment
requirement is met.
The net asset value is calculated at 12:00 noon (Eastern
time), 3:00 p.m. (Eastern time) and 4:00 p.m. (Eastern time), on
each day on which the Portfolio and the Fund compute their net
asset values. Purchase orders received by wire before 3:00 p.m.
(Eastern time) begin earning dividends that day. Purchase orders
received by check begin earning dividends on the day after the
check is converted into federal funds, which normally occurs one
day after receipt by the Portfolio's and the Fund's transfer
agent's bank, State Street Bank.
Redemptions may be made by telephone, by writing a check
or by mailing a written request. Shares are redeemed at their
net asset value next determined after the redemption request is
received. Proceeds will be distributed by wire or check.
Shareholders who have established a checking account for
redeeming fund shares will receive cancelled checks each month.
Checks may not be written to close an account.
Tax Consequences
As a condition to the Reorganization transactions, the
Trust and the Fund will receive an opinion of counsel that the
Reorganization will be considered a tax-free "reorganization"
under applicable provisions of the Internal Revenue Code so that
no gain or loss will be recognized by either the Trust or the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
RISK FACTORS
Investments in the Portfolio and the Fund are not insured
and are not guaranteed by the United States government.
Investment in the Portfolio is subject to certain risks which are
set forth in the Portfolio's Prospectus dated August 12, 1994 and
the Statement of Additional Information dated August 12, 1994 and
incorporated herein by reference thereto. Briefly, these risks
include, but are not limited to, the ability of the issuers of
securities owned by the Portfolio to meet their obligations for
the payment of principal and interest when due or to repurchase
such securities as previously agreed, actions by foreign
governments which have adverse consequences on the ability of
issuers to do so, international economic and political
developments, difficulties in obtaining or enforcing a judgment
against a foreign issuing bank and the possible impact of
interruptions in the flow of international currency transactions.
Investment in the Fund carries identical risks, as more fully
described in the Fund's Prospectus dated June 30, 1994 and the
Statement of Additional Information dated June 30, 1994.
INFORMATION ABOUT THE REORGANIZATION
Background and Reasons for the Proposed Reorganization
The Fund was established as a Massachusetts business
trust in 1981 for the primary purpose of providing shareholders
with the opportunity to take advantage of the economies and
higher yields available to large investors such as the Fund.
Although the Board of Trustees of the Fund has been satisfied
with the Fund's performance, it, and the Adviser to the Fund,
believe that the management structure can be simplified and
economies of scale possibly achieved by reorganizing the Fund as
a portfolio of the Trust rather than remaining as a separate
entity. Accordingly, the Adviser has recommended to the Trustees
of the Trust that the Portfolio be organized for the purpose of
acquiring the Fund's assets and thereby reorganizing the Fund as
a portfolio of the Trust. The Adviser similarly recommended to
the Trustees of the Fund that its assets be transferred to the
Trust, on behalf of the Portfolio, in order to reorganize it as a
separate portfolio of the Trust. In connection with this
proposal, the Adviser emphasized the common advisory services
provided by the Adviser to the Fund and the Trust, the similar
investment objectives and policies of the Fund and the Portfolio
and the administrative convenience and simplification of
management achievable by operating the Fund as a portfolio of the
Trust which has several money market portfolios, each of which is
designed for specific types of investments. The Trust currently
includes the following portfolios: Automated Cash Management
Trust, Government Obligations Fund, Prime Obligations Fund, Tax-
Free Obligations Fund and Treasury Obligations Fund. Information
concerning each of these portfolios may be obtained by contacting
FSC, the principal distributor for each portfolio of the Trust,
at the address or telephone number set forth on the cover page of
this Prospectus/Proxy Statement.
The Fund's Board of Trustees concluded that
reorganization of the Fund as a portfolio of the Trust could
provide for operating efficiencies and economies of scale. The
Fund's Trustees also noted that Fund shareholders would continue
to receive the same quality investment management services from
the Adviser as shareholders of the Portfolio. The Fund's Board
of Trustees, including a majority of the independent Trustees,
additionally determined that participation in the Reorganization
is in the best interests of the Fund and that the interests of
the Fund shareholders would not be diluted as a result of its
effecting the Reorganization. Based upon the foregoing
considerations, and the fact that shareholders of the Fund will
not suffer any adverse tax consequences as a result of the
Reorganization, the Board of Trustees of the Fund unanimously
voted to approve, and recommend to Fund shareholders the approval
of, the Reorganization.
The Trustees of the Trust, including the independent
Trustees, have unanimously concluded that consummation of the
Reorganization is in the best interests of the Trust and the
shareholders of the Portfolio and that the interests of Portfolio
shareholders would not be diluted as a result of effecting the
Reorganization and have unanimously approved the Plan.
Description of the Plan of Reorganization
The Plan provides that the Trust, on behalf of the
Portfolio, will acquire all of the assets, and assume all of the
liabilities, of the Fund in exchange for Portfolio shares to be
distributed pro rata by the Fund to its shareholders in complete
liquidation and dissolution of the Fund on or about October 28,
1994 (the "Closing Date"). Because both the Portfolio and the
Fund seek to maintain a constant net asset value of $1.00 per
share, it is expected that Fund shareholders will receive the
same number of shares in the Portfolio as they held in the Fund
immediately prior to the Closing Date. Shareholders of the Fund
will become shareholders of the Portfolio as of 4:00 p.m.
(Eastern time) on the Closing Date and will begin accruing
dividends on the next day. Shareholders of the Fund will earn
their last dividend from the Fund on the Closing Date.
Consummation of the Reorganization is subject to the
conditions set forth in the Plan, including receipt of an opinion
in form and substance satisfactory to the Fund and the Trust, on
behalf of the Portfolio, as described under the caption "Federal
Income Tax Consequences" below. The Plan may be terminated and
the Reorganization may be abandoned at any time before or after
approval by shareholders of the Fund prior to the Closing Date by
either party if it believes that consummation of the
Reorganization would not be in the best interests of its
shareholders.
The Adviser is responsible for the payment of all
expenses of the Reorganization incurred by either party, whether
or not the Reorganization is consummated. Such expenses include,
but are not limited to, legal fees, registration fees, transfer
taxes (if any), the fees of banks and transfer agents and the
costs of preparing, printing, copying and mailing proxy
solicitation materials to the Fund's shareholders and the costs
of holding the Special Meeting of Shareholders.
The foregoing description of the Plan entered into
between the Trust, on behalf of the Portfolio, and the Fund is
qualified in its entirety by the terms and provisions of the
Plan, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference thereto.
Description of Portfolio Shares
Shares of the Portfolio to be issued to shareholders of
the Fund under the Plan will be fully paid and nonassessable when
issued and transferable without restriction and will have no
preemptive or conversion rights. Reference is hereby made to the
Prospectus of the Portfolio dated August 12, 1994 provided
herewith for additional information about Portfolio shares.
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the
Trust, on behalf of the Portfolio, and the Fund will receive an
opinion from Dickstein, Shapiro & Morin, L.L.P., counsel to the
Trust and the Fund, to the effect that, on the basis of the
existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court
decisions, for federal income tax purposes: (1) the
Reorganization as set forth in the Plan will constitute a tax-
free reorganization under section 368(a)(1)(F) of the Code;
(2) no gain or loss will be recognized by the Portfolio upon its
receipt of the Fund's assets in exchange for Portfolio shares;
(3) no gain or loss will be recognized by the Fund upon the
transfer of its assets to the Portfolio in exchange for Portfolio
shares or upon the distribution (whether actual or constructive)
of the Portfolio shares to the Fund shareholders in exchange for
their shares of the Fund; (4) no gain or loss will be recognized
by shareholders of the Fund upon exchange of their Fund shares
for Portfolio shares; (5) the holding period and tax basis for
the Fund's assets acquired by the Portfolio will be the same as
the holding period and the tax basis to the Fund immediately
prior to the Reorganization; (6) the holding period of Portfolio
shares received by shareholders of the Fund pursuant to the Plan
will be the same as the holding period of Fund shares held by
such shareholders immediately prior to the Reorganization,
provided the Fund shares were held as capital assets on the date
of the Reorganization; and (7) the tax basis of Portfolio shares
received by shareholders of the Fund pursuant to the Plan will be
the same as the tax basis of Fund shares held by such
shareholders immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
Each of the Trust and the Fund is organized as a business
trust pursuant to a Declaration of Trust under the laws of the
Commonwealth of Massachusetts. The rights of shareholders of the
Trust and shareholders of the Fund as set forth in the applicable
Declaration of Trust and Bylaws are identical. Set forth below
is a brief summary of the significant rights of shareholders of
the Portfolio and of the Fund.
Neither the Trust nor the Fund are required to hold
annual meetings of shareholders. Shareholder approval is
necessary only for certain changes in operations or the election
of trustees under certain circumstances. A special meeting of
shareholders of either the Trust or the Fund for any permissible
purpose shall be called by the Trustees upon the written request
of the holders of at least 10% of the outstanding shares of the
Trust or the Fund, as the case may be. Each share of the
Portfolio and of the Fund is entitled to one vote. All shares of
the Trust have equal voting rights except that only shares of the
Portfolio are entitled to vote on matters only affecting the
Portfolio.
Under certain circumstances, shareholders of the
Portfolio may be held personally liable as partners under
Massachusetts law for obligations of the Trust. To protect its
shareholders, the Portfolio has filed legal documents with the
Commonwealth of Massachusetts that expressly disclaim the
liability of its shareholders for such acts or obligations of the
Portfolio. These documents require that notice of this
disclaimer be given in each agreement, obligation or instrument
that the Portfolio or its trustees enter into or sign.
In the unlikely event a shareholder is held personally
liable for the Portfolio's obligations, the Portfolio is required
to use its property to protect or compensate the shareholder. On
request, the Portfolio will defend any claim made and pay any
judgment against a shareholder for any act or obligation of the
Portfolio. Therefore, financial loss resulting from liability as
a shareholder will occur only if the Portfolio cannot meet its
obligations to indemnify shareholders and pay judgments against
them from the assets of the Portfolio.
Shareholders of the Fund have the same potential
liability under Massachusetts law.
Capitalization
The following table sets forth the capitalization of the
Portfolio and the Fund as of August 23, 1994 and on a pro forma
basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $100 $1,040,458,573
$1,040,458,673
Price Per Share $1.00 $1.00 $1.00
INFORMATION ABOUT THE TRUST, THE
PORTFOLIO AND THE FUND
Automated Cash Management Trust, a portfolio of Money Market
Obligations Trust
Information about the Trust and the Portfolio is
contained in the Portfolio's current Prospectus dated August 12,
1994, a copy of which is included herewith and incorporated by
reference herein. Additional information about the Trust and the
Portfolio is included in the Portfolio's Statement of Additional
Information dated August 12, 1994, which is incorporated herein
by reference. Copies of the Statement of Additional Information,
which has been filed with the Securities and Exchange Commission
(the "SEC"), may be obtained without charge by contacting the
Trust at 1-800-245-5000 or by writing the Trust at Federated
Investors Tower, Pittsburgh, PA 15222-3779. The Trust, on behalf
of the Portfolio, is subject to the informational requirements of
the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 (the "1934 Act") and the 1940 Act and in
accordance therewith files reports and other information with the
SEC. Reports, proxy and information statements and other
information filed by the Trust, on behalf of the Portfolio, can
be obtained by calling or writing the Trust and can also be
inspected and copied by the public at the public reference
facilities maintained by the SEC in Washington, D.C. located at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
certain of its regional offices located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, IL
60661 and 13th Floor, Seven World Trade Center, New York, NY
10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
This Prospectus/Proxy Statement, which constitutes part
of a Registration Statement filed by the Trust, on behalf of the
Portfolio, with the SEC under the 1933 Act, omits certain of the
information contained in the Registration Statement. Reference
is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Trust, the
Portfolio and the shares offered hereby. Statements contained
herein concerning the provisions of documents are necessarily
summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable
documents filed with the SEC.
Automated Cash Management Trust
Information about the Fund is contained in the Fund's
current Prospectus dated June 30, 1994 and its Statement of
Additional Information dated June 30, 1994, which are
incorporated herein by reference. Copies of such Prospectus and
Statements of Additional Information may be obtained without
charge from the Trust by calling 1-800-245-5000 or by writing to
the Trust at Federated Investors Tower, Pittsburgh, PA 15222-
3779. The Fund is subject to the informational requirements of
the 1933 Act, the 1934 Act and the 1940 Act and in accordance
therewith files reports and other information with the SEC.
Reports, proxy and information statements and other information
filed by the Fund can be obtained by calling or writing the Fund
and can also be inspected at the public reference facilities
maintained by the SEC or obtained at prescribed rates at the
addresses listed in the previous section.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in
connection with the solicitation by the Board of Trustees of the
Fund of proxies for use at the Special Meeting of Shareholders
(the "Meeting") to be held on October 21, 1994 and at any
adjournment thereof. The proxy confers discretionary authority
on the persons designated therein to vote on other business not
currently contemplated which may properly come before the
Meeting. A proxy, if properly executed, duly returned and not
revoked, will be voted in accordance with the specifications
thereon; if no instructions are given, such proxy will be voted
in favor of the Plan. A shareholder may revoke a proxy at any
time prior to use by filing with the Secretary of the Fund an
instrument revoking the proxy, by submitting a proxy bearing a
later date or by attending and voting at the Meeting.
The cost of the solicitation, including the printing and
mailing of proxy materials, will be borne by the Adviser. In
addition to solicitations through the mails, proxies may be
solicited by officers, employees and agents of the Fund and the
Adviser at no additional cost to the Fund. Such solicitations
may be by telephone. The Adviser will reimburse custodians,
nominees and fiduciaries for the reasonable costs incurred by
them in connection with forwarding solicitation materials to the
beneficial owners of shares held of record by such persons.
Outstanding Shares and Voting Requirements
The Board of Trustees of the Fund has fixed the close of
business on August 23, 1994 as the record date for the
determination of shareholders entitled to notice of and to vote
at the Special Meeting of Shareholders and any adjournment
thereof. As of the record date, there were 1,040,458,573 shares
of the Fund outstanding. Each Fund share is entitled to one vote
and fractional shares have proportionate voting rights. On the
record date, Stephens Inc. owned of record 62,365,865 shares, or
6.0%, and State Street Bank and Trust Company owned of record
85,481,924 shares, or 8.2% of the Fund's outstanding shares and
will own the same number of shares of the Portfolio after the
consummation of the Reorganization if no further purchases or
redemptions are made by such shareholders. On such date, no
other person owned of record, or to the knowledge of the Adviser,
beneficially owned, 5% or more of the Fund's outstanding shares.
On the record date, the trustees and officers of the Fund as a
group owned less than 1% of the outstanding shares of the Fund.
As of the record date, there were 100 shares of the
Portfolio outstanding all of which were owned by the Adviser.
Approval of the Plan requires the affirmative vote of two-
thirds of the outstanding shares of the Fund. The votes of
shareholders of the Portfolio are not being solicited since their
approval is not required in order to effect the Reorganization.
One-fourth of the outstanding shares of the Fund,
represented in person or by proxy, will be required to constitute
a quorum at the Special Meeting for the purpose of voting on the
proposed Reorganization. For purposes of determining the
presence of a quorum, shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes
cast, at the Special Meeting. Under the Fund's Declaration of
Trust, the approval of any action submitted to shareholders is
determined on the basis of a specified percentage of votes
entitled to be cast at the Special Meeting. Under the 1940 Act,
however, matters subject to the requirements of the 1940 Act,
including the Reorganization, are determined on the basis of a
percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and "broker non-votes" as
if they were votes against the proposal.
Dissenter's Right of Appraisal
Shareholders of the Fund objecting to the Reorganization
have no appraisal rights under the Fund's Declaration of Trust or
Massachusetts law. Under the Plan, if approved by Fund
shareholders, each Fund shareholder will become the owner of
Portfolio shares having a total net asset value equal to the
total net asset value of his or her holdings in the Fund at the
Closing Date.
Other Matters
Management of the Fund knows of no other matters that may
properly be, or which are likely to be, brought before the
meeting. However, if any other business shall properly come
before the meeting, the persons named in the proxy intend to vote
thereon in accordance with their best judgment.
So far as management is presently informed, there is no
litigation pending or threatened against the Trust.
Whether or not shareholders expect to attend the meeting,
all shareholders are urged to sign, fill in and return the
enclosed proxy form promptly.
STATEMENT OF ADDITIONAL INFORMATION
August 30, 1994
Acquisition of the assets of
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
AUTOMATED CASH MANAGEMENT TRUST,
a portfolio of MONEY MARKET OBLIGATIONS TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Statement of Additional Information dated August 30,
1994 is not a prospectus. A Prospectus/Proxy Statement dated
August 30, 1994 related to the above-referenced matter may be
obtained from Money Market Obligations Trust, on behalf of its
portfolio, Automated Cash Management Trust, Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779. This Statement of
Additional Information should be read in conjunction with such
Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Statement of Additional Information of Automated
Cash Management Trust, a portfolio of Money Market Obligations
Trust, dated August 12, 1994.
2. Statement of Additional Information of Automated
Cash Management Trust, dated June 30, 1994
3. Financial Statements of Automated Cash Management
Trust, a portfolio of Money Market Obligations Trust, dated July
15, 1994
4. Financial Statements of Automated Cash Management
Trust dated April 30, 1994
The Statement of Additional Information of Automated Cash
Management Trust (the "Portfolio"), a portfolio of Money Market
Obligations Trust (the "Trust"), dated August 12, 1994, is
incorporated herein by reference to Post-Effective Amendment No.
10 to the Trust's Registration Statement on Form N-1A (File No.
33-31602) which was filed with the Securities and Exchange
Commission on or about August 12, 1994.
The Statement of Additional Information of Automated Cash
Management Trust (the "Fund") dated June 30, 1994 is incorporated
herein by reference to Post-Effective Amendment No. 8 to the
Fund's Registration Statement on Form N-1A (File No. 2-75367)
which was filed with the Securities and Exchange Commission on or
about June 30, 1994. A copy may be obtained from the Trust at
Federated Investors Tower, Pittsburgh, PA 15222-3279. Telephone
Number: 1-800-245-5000.
The audited financial statements of the Portfolio dated
July 15, 1994 are incorporated herein by reference to the
Portfolio's Prospectus dated August 12, 1994 which was filed with
the Securities and Exchange Commission in Post-Effective
Amendment No. 10 to the Trust's Registration Statement on Form N-
1A (File No. 33-31602) on or about August 12, 1994.
The audited financial statements of the Fund dated April
30, 1994 are incorporated herein by reference to the Fund's
Prospectus dated June 30, 1994 which was filed with the
Securities and Exchange Commission in Post-Effective Amendment
No. 20 to the Fund's Registration Statement on Form N-1A (File
No. 2-75367) on or about June 21, 1994.
Pro forma financial statements are not included herein as
the total capitalization of the Portfolio is insignificant and,
accordingly, such pro forma statements would not materially
differ from the financial statements of the Fund. The Fund is
considered to be the accounting survivor of the transaction,
therefore, the performance history of the Fund prior to the
Reorganization will be useful for historical comparative
purposes. Shareholders may obtain without charge a copy of the
most recent annual and semi-annual reports of the Fund which
contain, respectively, audited and unaudited financial statements
of the Fund by writing the address shown above or calling the
Trust at 1-800-245-5000.
AUTOMATED CASH MANAGEMENT TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH PA 15222-3779
AUTOMATED CASH MANAGEMENT TRUST
CUSIP NO. 052903101
FOR SPECIAL MEETING OF SHAREHOLDERS OCTOBER 21, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned
shareholders of Automated Cash Management Trust hereby appoint
Robert C. Rosselot, Patricia Conner, Mason Douglas, Carol
Kayworth, and Suzanne W. Land, or any of them true and lawful
attorneys, with power of substitution of each, to vote all shares
of Automated Cash Management Trust, which the undersigned is
entitled to vote, at the Special Meeting of Shareholders to be
held on October 21, 1994, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at 2:00 p.m. (Eastern Time) and at any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY
ON THAT MATTER.
Discretionary authority is hereby conferred as to all other
matters as may properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED
ENVELOPE AND RETAIN THE TOP PORTION.
AUTOMATED CASH MANAGEMENT TRUST PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE AN
AGREEMENT AND PLAN OF
REORGANIZATION
o FOR the Agreement and Plan of
Reorganization
o AGAINST the Agreement and
Plan of
Reorganization
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing
as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give your full title as such. If a
corporation or partnership, please sign the full name by an
authorized officer or partner. If stock is owned jointly, all
owners should sign.
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
Date:___________________________________________________
