AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999. SECURITIES ACT FILE NO. 333-78637 - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] PRE-EFFECTIVE AMENDMENT NO. [ ] POST-EFFECTIVE AMENDMENT NO. 1 [X] - SCUDDER MUNICIPAL TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) TWO INTERNATIONAL PLACE, BOSTON, MA 02110-4103 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (617) 295-2572 (REGISTRANT'S AREA CODE AND TELEPHONE NUMBER) LYNN S. BIRDSONG SCUDDER KEMPER INVESTMENTS, INC. TWO INTERNATIONAL PLACE BOSTON, MA 02110-4103 (NAME AND ADDRESS OF AGENT FOR SERVICE) WITH COPIES TO: BURTON M. LEIBERT, ESQ. JOHN MILLETTE WILLKIE FARR & GALLAGHER SCUDDER KEMPER INVESTMENTS, INC. 787 SEVENTH AVENUE TWO INTERNATIONAL PLACE NEW YORK, NY 10019-6099 BOSTON, MA 02110-4103 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b). TITLE OF SECURITIES BEING REGISTERED: Shares of Beneficial Interest ($.01 par value) of Managed Municipal Bonds, a Series of the Registrant ------------------- The Registrant has registered an indefinite amount of securities under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable herewith because of reliance upon Section 24(f). - ------------------------------------------------------------------------------- Parts A, B and C of this Registration Statement on Form N-14 (the "Registration Statement") are incorporated by reference into this Post-Effective Amendment No. 1 to the Registration Statement from the filing of Pre-Effective Amendment No. 1 to the Registration Statement with the Securities and Exchange Commission on June 30, 1999, except for part 12 of Item 16 of the Registration Statement which is amended as indicated in Part C. PART C OTHER INFORMATION ITEM 16. EXHIBITS 12. Opinion and consent of Willkie Farr & Gallagher supporting the tax matters and consequences to shareholders discussed in the prospectus is filed herewith pursuant to the undertaking made in item 17 of Pre-Effective Amendment No. 1 to the Registration Statement that the final tax opinion be filed as a post-effective amendment to the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this amendment to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on the 7th day of October, 1999. SCUDDER MUNICIPAL TRUST By: /s/ John Millette ------------------- John Millette Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Lynn S. Birdsong President October 7, 1999 - ------------------------------ Lynn S. Birdsong /s/ Henry P. Becton, Jr.* Trustee October 7, 1999 - ------------------------------ Henry P. Becton, Jr. /s/ Dawn-Marie Driscoll* Trustee October 7, 1999 - ------------------------------ Dawn-Marie Driscoll /s/ Peter B. Freeman* Trustee October 7, 1999 - ------------------------------ Peter B. Freeman /s/ George M. Lovejoy, Jr.* Trustee October 7, 1999 - ------------------------------ George M. Lovejoy, Jr. /s/ Wesley W. Marple, Jr.* Trustee October 7, 1999 - ------------------------------ Wesley W. Marple, Jr. /s/ Kathryn L. Quirk* Trustee October 7, 1999 - ------------------------------ Kathryn L. Quirk /s/ Jean C. Tempel* Trustee October 7, 1999 - ------------------------------ Jean C. Tempel /s/ John R. Hebble Treasurer (Principal October 7, 1999 - ------------------------------ Financial and Accounting John R. Hebble Officer) *By:/s/ Caroline M. Pearson ----------------------- Caroline M. Pearson Attorney-in-fact pursuant to a power of attorney contained in the signature page to the initial filing of the Registration Statement filed on May 17, 1999.