1933 Act File No. 333-13877
1940 Act File No. 811-5950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MONEY MARKET OBLIGATIONS TRUST
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
---
X Post-Effective Amendment No. 1
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Area Code and Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b).
An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. In reliance upon such Rule, no filing fee
is being paid at this time. A Rule 24f-2 notice of the Registrant for the
year ended July 31, 1996 was filed on September 16, 1996.
Copy To:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
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. Fee Table, Synopsis Information
and Risk Factors .......... Summary of Expenses; Summary; Risk
.......................... Factors
4. Information About the
Transaction ............... Information about the Reorganization
5. Information About the Registrant Information about the
Federated Fund, the Trust, and the State
Bond Fund
6. Information About the Company
Being Acquired ............ Information about the Federated Fund,
the Trust, and the State Bond 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
Item of Part B of Form N-14 and Caption Caption or Location in SAI
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information The Statement of Additional
Information
About the Registrant dated September 30, 1996 is
incorporated
by reference to Post-Effective Amendment
No. 19 to the Trust's Registration
Statement
on Form N-1A (File Nos. 33-31062 and
811-5950) filed with the Commission on
or about September 19, 1996.
13. Additional Information About The Statement of Additional
Information
the Company Being Acquired dated December 1, 1995 is
incorporated
by reference to Post-Effective Amendment
No. 14 to the Corporation's Registration
Statement on Form N-1A (File Nos.
2-74561 and 811-3299) filed with the
Commission on or about September 29, 1995.
14. Financial Statements The audited financial
statements of Automated Cash Management
Trust, dated July 31, 1996, are
incorporated herein by reference to
Automated Cash Management Trust's
Prospectus dated September 30, 1996;
the audited financial statements of State
Bond Cash Management Fund, dated July 31,
1996, are incorporated herein by reference
to the State Bond Cash Management
Fund's Annual Report to Shareholders
dated July 31, 1996.
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Definitive Registration Statement filed
on Form N-14 on October 31, 1996, in their entirety (File No. 333-13877
and 811-5950).
PART C - OTHER INFORMATION
Item 15. Indemnification (8)
Item 16. Exhibits
1.1 Copy of Declaration of Trust of the Registrant, dated October 3,
1988(1)
1.2 Amendment to the Declaration of Trust, dated October 3, 1989(1)
1.3 Conformed Copy of Amendment No. 8 to the Declaration of Trust, dated
December 28, 1994(2)
2.1 Bylaws of the Registrant, as amended(1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated September 23, 1996, between
State Bond Money Funds, Inc., a Maryland corporation, on behalf of its
portfolio, State Bond Cash Management Fund, and Money Market Obligations
Trust, a Massachusetts business trust, on behalf of its portfolio Automated
Cash Management Trust(9)
5 Copy of Specimen Certificate for Shares of Beneficial Interest of the
Registrant(3)
6.1 Conformed Copy of Investment Advisory Contract of the Registrant(4)
6.2 Copy of Exhibit G to the Investment Advisory Contract(1)
6.3 Conformed Copy of Investment Advisory Contract between Registrant and
Federated Administrative Services, dated March 1, 1995(5)
7.1 Conformed Copy of Distributor's Contract of the Registrant(6)
7.2 Conformed Copies of Exhibits F through H to Distributor's Contract(7)
7.3 Conformed Copies of Exhibits C and D to Distributor's Contract(5)
7.4 The Registrant hereby incorporates the conformed copy of the specimen
Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement;
and Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the
Cash Trust Series II Registration Statement on Form N-1A, filed with the
Commission on July 24, 1995. (File Nos. 33-38550 and 811-6269)
8 Not Applicable
9 Conformed Copy of Custodian Agreement of the Registrant(3)
10.1 Conformed Copy of Rule 12b-1 Plan of the Registrant, dated June 1,
1994(7)
10.2 Conformed Copy of Rule 12b-1 Agreement of the Registrant, dated
June 1, 1994(7)
10.3 The Registrant hereby incorporates the conformed copy of the specimen
Multiple Class Plan from Item 24(b)(18) of the World Investment Series,
Inc. Registration Statement on Form N-1A, filed with the Commission on
January 26, 1996. (File Nos. 33-52149 and 811-07141)
10.4 The responses described in Item 16 (7.4) are hereby incorporated by
reference
11 Opinion of S. Elliott Cohan, Deputy General Counsel, Federated
Investors regarding legality of shares being issued(8)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Transfer Agency and Service Agreement of the
Registrant(3)
13.2 Conformed Copy of Shareholder Services Sub-Contract of the Registrant,
dated June 1, 1994(7)
13.3 Conformed Copy of Fund Accounting Agreement(2)
13.4 The responses described in Item 16 (7.4) and Item 16 (10.3) are hereby
incorporated by reference
14.1 Conformed copy of Consent of Independent Auditors of the Registrant,
Arthur Andersen LLP*
14.2 Conformed copy of Consent of Independent Auditors of State Bond Cash
Management Fund, Ernst & Young LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(8)
17.1 Declaration under Rule 24f-2(8)
17.2 Form of Proxy of State Bond Cash Management Fund(9)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed on September 27, 1995. (File
Nos. 33-31602 and 811-5950)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed on February 21, 1995. (File
Nos. 33-31602 and 811-5950)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment
No. 8 on Form N-1A filed on June 1, 1994. (File Nos. 33-31602 and
811-5950)
(4) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed October 20, 1989. (File
Nos. 33-31602 and 811-5950)
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed May 7, 1995. (File Nos. 33-31602 and
811-5950)
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed on May 7, 1994. (File Nos. 33-31602 and
811-5950)
(7) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed on November 25, 1994. (File
Nos. 33-31602 and 811-5950)
(8) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed on October 10, 1996. (File No.
811-5950)
(9) Response is incorporated by reference to Registrant's Definitive
Registration Statement on Form N-14 filed on October 31, 1996. (File
Nos. 333-13877 and 811-5950)
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this Registration Statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of an amendment
to the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Money Market Obligations Trust, certifies that it meets all of
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania on December 20, 1996.
MONEY MARKET OBLIGATIONS TRUST
(Registrant)
By: *
J. Christopher Donahue
President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on December 20, 1996:
* Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
* President and Trustee
J. Christopher Donahue
* Treasurer and Executive Vice President
John W. McGonigle
(Principal Financial and
Accounting Officer)
* Trustee
Thomas G. Bigley
* Trustee
John T. Conroy, Jr.
* Trustee
William J. Copeland
* Trustee
James E. Dowd
* Trustee
Lawrence D. Ellis, M.D.
* Trustee
Edward L. Flaherty, Jr.
* Trustee
Peter E. Madden
* Trustee
Gregor F. Meyer
* Trustee
John E. Murray, Jr., J.D., S.J.D.
* Trustee
Wesley W. Posvar
* Trustee
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
Exhibit 14.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Post-Effective Amendment No. 1 to Form N-14
Registration Statement of Automated Cash Management Trust ( a portfolio of
Money Market Obligations Trust)of our report dated August 20, 1996, on the
financial statements of Automated Cash Management Trust as of July 31,
1996, included in or made part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
Exhibit 14.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions `Financial
Highlights''and ``Independent Auditors'' and the use of our report dated
August 28, 1996, on the financial statements of State Bond Cash Management
Fund (the Fund) in the Registration Statement (Form N-1A) of the Fund which
is incorporated by reference in, and reference to our firm in Exhibit A of,
the post-effective amendment to the Registration Statement (Form N-14) of
Automated Cash Management Trust filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Kansas City, Missouri
EXHIBIT 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, NW
Washington, DC 20037-1525
December 13, 1996
Money Market Obligations Trust, on behalf of its portfolio,
Automated Cash Management Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
State Bond Money Funds, Inc., on behalf of its portfolio,
State Bond Cash Management Fund
100 North Minnesota Street
P.O. Box 69
New Ulm, Minnesota 56073-0069
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income
tax consequences of a transaction (the "Reorganization") in which all of
the net assets of State Bond Cash Management Fund, (the "Acquired Fund"), a
portfolio of State Bond Money Funds, Inc., a Maryland corporation (the
"Corporation"), will be acquired by Money Market Obligations Trust, a
Massachusetts business trust (the "Trust"), on behalf of its portfolio,
Automated Cash Management Trust (the "Acquiring Fund"), in exchange solely
for Institutional Service Shares of the Acquiring Fund (the "Acquiring Fund
Shares") which shall thereafter be distributed to the shareholders of the
Acquired Fund (the "Acquired Fund Shareholders") in liquidation of the
Acquired Fund. The terms and conditions of this transaction are set forth
in an Agreement and Plan of Reorganization dated September 23, 1996 between
the Trust, on behalf of the Acquiring Fund, and the Corporation, on behalf
of the Acquired Fund (the "Agreement"). This opinion is rendered to you
pursuant to paragraph 8.5 of the Agreement.
Both the Trust and the Corporation are open-end, management
investment companies which qualify as regulated investment companies
described in Section 851(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Acquired Fund and the Acquiring Fund are engaged
in the business of investing in professionally managed portfolios of money
market securities.
We have reviewed and relied upon the Registration Statement on Form
N-14 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") in connection with the Reorganization, the
certificates provided to us by the Trust and the Corporation in connection
with the rendering of this opinion, and such other documents and
instruments as we have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
The transfer of all of the Acquired Fund net assets in
exchange for the Acquiring Fund Shares and the distribution of the
Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation of
the Acquired Fund will constitute a "reorganization" within the meaning of
Section 368(a)(1)(C) of the Code;
No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Acquired Fund solely in exchange for
the Acquiring Fund Shares;
No gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares or upon the distribution (whether
actual or constructive) of the Acquiring Fund Shares to Acquired Fund
Shareholders in exchange for their shares of the Acquired Fund;
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No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization;
The tax basis of the Acquiring Fund Shares received by each
of the Acquired Fund Shareholders pursuant to the Reorganization will be
the same as the tax basis of the Acquired Fund shares held by such
shareholder immediately prior to the Reorganization;
The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and
The holding period of the Acquiring Fund Shares received by
each Acquired Fund Shareholder will include the period during which the
Acquired Fund shares exchanged therefor were held by such shareholder
(provided the Acquired Fund shares were held as capital assets on the date
of the Reorganization).
This opinion is expressed as of the date hereof and is based upon
the Code, Treasury regulations promulgated thereunder, administrative
positions of the Internal Revenue Service (the "Service"), and judicial
decisions, all of which are subject to change either prospectively or
retroactively. There can be no assurance that changes in the law will not
take place which could affect the opinions expressed herein or that
contrary positions may not be taken by the Service. We disclaim any
undertaking to advise you with respect to any event subsequent to the date
hereof.
The opinions contained herein are limited to those matters
expressly covered; no opinion is to be implied in respect of any other
matter. This opinion is addressed solely to you and may not be relied upon
by any other person without our prior written consent. We hereby consent
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to the filing of a copy of this opinion with the Commission as an exhibit
to the Registration Statement, and to the references to this firm and this
opinion in the Prospectus/Proxy Statement which is contained in the
Registration Statement.
Very truly yours,
/s/Dickstein Shapiro Morin & Oshinsky LLP
Dickstein Shapiro Morin & Oshinsky LLP
