File No. 333-128352
As filed with the U.S. Securities and Exchange Commission on June 16, 2006
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. _____
[X] Post-Effective Amendment No. __1__
(Check appropriate box or boxes)
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
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(Exact Name of Registrant as Specified in Charter)
(800) 523-1918
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(Area Code and Telephone Number)
2005 Market Street, Philadelphia, PA 19103-7094
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(Address of Principal Executive Offices Number, Street, City, State, Zip Code)
David P. O'Conner, Esquire, 2005 Market Street, Philadelphia, PA 19103-7094
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(Name and Address of Agent for Service, Number, Street, City, State, Zip Code)
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
PART A
The Proxy Statement/Prospectus dated October 31, 2005 contained in Part A of the
Registrant's Pre-Effective Amendment No. 1 to its Registration Statement on Form
N-14 that was previously filed on November 1, 2005 [Accession No.
0000950116-05-003365], is incorporated herein by reference in its entirety.
PART B
The Statement of Additional Information ("SAI") dated October 31, 2005 contained
in Part B of the Registrant's Pre-Effective Amendment No. 1 to its Registration
Statement on Form N-14 that was previously filed on November 1, 2005 [Accession
No. 0000950116-05-003365], is incorporated herein by reference in its entirety.
PART C
OTHER INFORMATION
Item 15. Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant pursuant
to the Articles of Incorporation, the By-Laws, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Item 16. Exhibits. The following exhibits are electronically filed herewith
unless otherwise indicated:
(1) Copies of the charter of the Registrant as now in effect;
(a) Articles of Incorporation dated December 29, 1992
(Previously filed with the Registration Statement on Form
N-14 on September 15, 2005).
(b) Statement of Rights and Preferences of Series A and Series B
Preferred Shares (Previously filed with the Registration
Statement on Form N-14 on September 15, 2005).
(c) Statement of Rights and Preferences of Series C Preferred
Shares (Previously filed with Pre-Effective Amendment No. 1
on Form N-14 on November 1, 2005).
(d) Statement of Rights and Preferences of Series D Preferred
Shares (Previously filed with Pre-Effective Amendment No. 1
on Form N-14 on November 1, 2005).
(2) Copies of the existing by-laws or corresponding instruments of
the Registrant;
(a) Amended and Restated By-Laws of the Registrant dated May 19,
2005 (Previously filed with the Registration Statement on
Form N-14 on September 15, 2005).
(3) Copies of any voting trust agreement affecting more than five
percent of any class of equity securities of the Registrant;
Not Applicable.
(4) Copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it;
(a) Agreement and Plan of Acquisition among Delaware Investments
Minnesota Municipal Income Fund, Inc., Delaware Investments
Minnesota Municipal Income Fund II, Inc., and Delaware
Management Company, is electronically filed herewith as
Exhibit No. EX-99(4)(a).
(b) Agreement and Plan of Acquisition among Delaware Investments
Minnesota Municipal Income Fund III, Inc., Delaware
Investments Minnesota Municipal Income Fund II, Inc., and
Delaware Management Company, is electronically filed
herewith as Exhibit No. EX-99(4)(b).
(5) Copies of all instruments defining the rights of holders of the
securities being registered including, where applicable, the
relevant portion of the articles of incorporation or by-laws of
the Registrant;
(a) Articles of Incorporation. Articles 5 and 7 of the Articles
of Incorporation (Previously filed with the Registration
Statement on Form N-14 on September 15, 2005).
(b) Statement of Rights and Preferences of Series A and Series B
Preferred Shares (Previously filed with the Registration
Statement on Form N-14 on September 15, 2005).
(c) Statement of Rights and Preferences of Series C Preferred
Shares (Previously filed with Pre-Effective Amendment No. 1
on Form N-14 on November 1, 2005).
(d) Statement of Rights and Preferences of Series D Preferred
Shares (Previously filed with Pre-Effective Amendment No. 1
on Form N-14 on November 1, 2005).
(e) By-Laws. Articles II, VIII and IX of the By-Laws (Previously
filed with the Registration Statement on Form N-14 on
September 15, 2005).
(6) Copies of all investment advisory contracts relating to the
management of the assets of the Registrant;
(a) Investment Management Agreement dated January 1, 1999
between Registrant and Delaware Management Company, a series
of Delaware Management Business Trust (Previously filed with
the Registration Statement on Form N-14 on September 15,
2005).
(7) Copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies
of all agreements between principal underwriters and dealers;
Not Applicable.
(8) Copies of all bonus, profit sharing, pension, or other similar
contracts or arrangements wholly or partly for the benefit of
directors or officers of the Registrant in their capacity as
such. Furnish a reasonably detailed description of any plan that
is not set forth in a formal document;
Not Applicable.
(9) Copies of all custodian agreements and depository contracts under
Section 17(f) of the Investment Company Act of 1940, as amended
(the "1940 Act") for securities and similar investments of the
Registrant, including the schedule of remuneration;
(a) Mutual Fund Custody and Services Agreement between
Registrant and Mellon Bank, N.A (Previously filed with
Pre-Effective Amendment No. 1 on Form N-14 on November 1,
2005).
(i) Amendment to the Mutual Fund Custody and Services
Agreement between Registrant and Mellon Bank, N.A.
(Previously filed with Pre-Effective Amendment No. 1 on
Form N-14 on November 1, 2005).
(10) Copies of any plan entered into by Registrant pursuant to Rule
12b-1 under the 1940 Act and any agreements with any person
relating to implementation of the plan, and copies of any plan
entered into by Registrant pursuant to Rule 18f-3 under the 1940
Act, any agreement with any person relating to implementation of
the plan, any amendment to the plan, and a copy of the portion of
the minutes of the meeting of the Registrant's directors
describing any action taken to revoke the plan;
Not Applicable.
(11) An opinion and consent of counsel as to the legality of the
securities being registered, indicating whether they will, when
sold, be legally issued, fully paid and nonassessable;
(a) Opinion of Dorsey & Whitney LLP is electronically filed
herewith as Exhibit No. EX-99(11)(a).
(12) An opinion, and consent to their use, of counsel or, in lieu of
an opinion, a copy of the revenue ruling from the Internal
Revenue Service, supporting the tax matters and consequences to
shareholders discussed in the prospectus;
(a) Tax Opinion regarding the Agreement and Plan of Acquisition
between Delaware Investments Minnesota Municipal Income
Fund, Inc., Delaware Investments Minnesota Municipal Income
Fund II, Inc., and Delaware Management Company, is
electronically filed herewith as Exhibit No. EX-99(12)(a).
(b) Tax Opinion regarding the Agreement and Plan of Acquisition
between Delaware Investments Minnesota Municipal Income Fund
III, Inc., Delaware Investments Minnesota Municipal Income
Fund II, Inc., and Delaware Management Company, is
electronically filed herewith as Exhibit No. EX-99(12)(b).
(13) Copies of all material contracts of the Registrant not made in
the ordinary course of business which are to be performed in
whole or in part on or after the date of filing the registration
statement;
(a) Remarketing Agreement between Registrant and Salomon Smith
Barney, Inc. (Previously filed with Pre-Effective Amendment
No. 1 on Form N-14 on November 1, 2005).
(i) Amendment to Remarketing Agreement between Registrant,
Delaware Management Company, and Citigroup Global
Markets, Inc. (formerly, Smith Barney Harris Upham
& Co. Incorporated) is filed electronically
herewith as Exhibit No. EX-99(13)(a)(i).
(b) Paying Agent Agreement between the Registrant and Bankers
Trust Company (Previously filed with Pre-Effective Amendment
No. 1 on Form N-14 on November 1, 2005).
(i) Amendment to Paying Agent Agreement between the
Registrant and Deutsche Bank Trust Company Americas
(formerly, Bankers Trust Company) is filed
electronically herewith as Exhibit No. EX-99(13)(b)(i).
(c) Fund Administration and Accounting Agreement dated July 1,
1998 between Registrant and Delaware Service Company, Inc.
(Previously filed with the Registration Statement on Form
N-14 on September 15, 2005).
(14) Copies of any other opinions, appraisals, or rulings, and
consents to their use, relied on in preparing the registration
statement and required by Section 7 of the Securities Act of
1933, as amended (the "1933 Act" or "Securities Act");
(a) Consent of Ernst & Young LLP, Independent Registered
Public Accounting Firm for the Registrant (Previously filed
with Pre-Effective Amendment No. 1 on Form N-14 on November
1, 2005).
(15) All financial statements omitted pursuant to Item 14(a)(1);
Not Applicable.
(16) Manually signed copies of any power of attorney pursuant to which
the name of any person has been signed to the registration
statement; and
(a) Powers of Attorney (Previously filed with the Registration
Statement on Form N-14 on September 15, 2005).
(17) Any additional exhibits which the Registrant may wish to file.
(a) Transfer Agent Services Agreement between Registrant and
Mellon Investor Services LLC (Previously filed with
Pre-Effective Amendment No. 1 on Form N-14 on October 31,
2005).
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 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, 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 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 1933 Act, 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
As required by the Securities Act of 1933, as amended (the "1933 Act"),
this Registration Statement has been signed on behalf of the Registrant in the
City of Philadelphia and the Commonwealth of Pennsylvania on the 16th day of
June, 2006.
DELAWARE INVESTMENTS
MINNESOTA MUNICIPAL INCOME
FUND II, INC.
By: /s/ Jude T. Driscoll
Jude T. Driscoll
Chairman
As required by the 1933 Act, this registration statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Jude T. Driscoll Chairman/President/Chief June 16, 2006
Jude T. Driscoll Executive Officer(Principal
Executive Officer) and
Director
/s/ Thomas L. Bennett* Director June 16, 2006
Thomas L. Bennett
/s/ John A. Fry* Director June 16, 2006
John A. Fry
/s/ Anthony D. Knerr* Director June 16, 2006
Anthony D. Knerr
/s/ Lucinda S. Landreth* Director June 16, 2006
Lucinda S. Landreth
/s/ Ann R. Leven* Director June 16, 2006
Ann R. Leven
/s/ Thomas F. Madison* Director June 16, 2006
Thomas F. Madison
/s/ Janet L. Yeomans* Director June 16, 2006
Janet L. Yeomans
/s/ J. Richard Zecher* Director June 16, 2006
J. Richard Zecher
/s/ Michael P. Bishof* Senior Vice President/Chief June 16, 2006
Michael P. Bishof Financial Officer(Principal
Financial Officer)
* By: /s/ Jude T. Driscoll
Jude T. Driscoll
Attorney-in-Fact for
each of the persons indicated
(Pursuant to Powers of Attorney previously filed)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Exhibits
to
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INDEX TO EXHIBITS
Exhibit No. Exhibit
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EX-99(4)(a) Agreement and Plan of Acquisition among Delaware Investments
Minnesota Municipal Income Fund, Inc., Delaware Investments
Minnesota Municipal Income Fund II, Inc., and Delaware
Management Company.
EX-99(4)(b) Agreement and Plan of Acquisition among Delaware Investments
Minnesota Municipal Income Fund III, Inc., Delaware Investments
Minnesota Municipal Income Fund II, Inc., and Delaware
Management Company.
EX-99(11)(a) Opinion of Dorsey & Whitney LLP.
EX-99(12)(a) Tax Opinion regarding the Agreement and Plan of Acquisition
between Delaware Investments Minnesota Municipal Income Fund,
Inc., Delaware Investments Minnesota Municipal Income Fund II,
Inc., and Delaware Management Company.
EX-99(12)(b) Tax Opinion regarding the Agreement and Plan of Acquisition
between Delaware Investments Minnesota Municipal Income Fund
III, Inc., Delaware Investments Minnesota Municipal Income Fund
II, Inc., and Delaware Management Company.
EX-99(13)(a)(i) Amendment dated February 7, 2006 to the Remarketing Agreement
between Registrant, Delaware Management Company, and Citigroup
Global Markets, Inc.
EX-99(13)(b)(i) Amendment to Paying Agent Agreement between the Registrant and
Deutsche Bank Trust Company Americas.