OPPENHEIMER MIDCAP FUND
Supplement dated April 1, 1998 to the
Prospectus dated November 17, 1997
The Prospectus is changed as follows:
1. The Supplement dated March 16, 1998 to the Prospectus is replaced by this
supplement.
2. The section captioned "Who Manages The Fund?" under "A Brief Overview of the
Fund" should be revised to read as follows:
o Who Manages The Fund? The Manager is OppenheimerFunds, Inc., which
(including subsidiaries) manages investment companies having over $75 billion in
assets as of December 31, 1997. The Manager is paid an advisory fee by the Fund,
based on its net assets. The Fund has a portfolio manager, Bruce Bartlett, who
is employed by the Manager and is primarily responsible for the selection of the
Fund's securities. The Fund's Board of Trustees, elected by shareholders,
oversees the investment adviser and the portfolio manager. Please refer to "How
the Fund is Managed," starting on page 14 for more information about the Manager
and its fees.
3. The section captioned "Portfolio Manager" under "How the Fund is Managed"
should be revised to read as follows:
o Portfolio Manager. The Portfolio Manager of the Fund is Bruce Bartlett.
He became the person principally responsible for the day-to-day management of
the Fund's portfolio on April 1, 1998. Mr. Bartlett is a Vice President of the
Manager and has served as an officer of other Oppenheimer funds since April
1995. In his most recent previous position, Mr. Bartlett was a Vice President
and Senior Portfolio Manager at First of America Investment Corp.
4. The following paragraph should be added as the third paragraph in the section
captioned "The Manager and Its Affiliates" under "How the Fund is Managed:"
The management services provided to the Fund by the Manager, and the
services provided by the Distributor and the Transfer Agent to shareholders,
depend on the smooth functioning of their computer systems. Many computer
software systems in use today cannot distinguish the year 2000 from the year
1900 because of the way dates are encoded and calculated. That failure could
have a negative impact on handling securities trades, pricing and account
services. The Manager, the Distributor and Transfer Agent have been actively
working on necessary changes to their computer systems to deal with the year
2000 and expect that their systems will be adapted in time for that event,
although there cannot be assurance of success.
5. The section captioned "At What Price Are Shares Sold?" under "How to Buy
Shares" should be revised to read as follows:
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o At What Price Are Shares Sold? Shares are sold at the public offering
price based on the net asset value (and any initial sales charge that applies)
that is next determined after the Distributor receives the purchase order in
Denver, Colorado, or the order is received and transmitted to the Distributor by
an entity authorized by the Fund to accept purchase or redemption orders. The
Fund has authorized the Distributor, certain broker-dealers and agents or
intermediaries designated by the Distributor or those broker-dealers to accept
orders. In most cases, to enable you to receive that day's offering price, the
Distributor or an authorized entity must receive your order by the time of day
The New York Stock Exchange closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days (all references to time in this Prospectus mean
"New York time"). The net asset value of each class of shares is determined as
of that time on each day The New York Stock Exchange is open (which is a
"regular business day"). If you buy shares through a dealer, normally your order
must be transmitted to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor, in its sole discretion, may reject any purchase order for the
Fund's shares.
6. The fourth bullet point under "Waivers of the Class A Contingent Deferred
Sales Charge for Certain Redemptions" in Waivers of Class A Sales Charges"
should be revised to read as
follows:
o if, at the time of purchase (if purchased during the period May 1, 1997
through December 31, 1997), the dealer agreed in writing to accept the dealer's
portion of the sales commission in installments of 1/12th of the commission per
month (and no further commission will be payable if the shares are redeemed
within 12 months of purchase);
7. The last sentence in the first paragraph under the section captioned "Buying
Class B Shares" under "About Your Account" should be revised to read as follows:
"The Class B contingent deferred sales charge is paid to compensate the
Distributor for its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.
8. The last sentence in the fifth paragraph under the section captioned
"Distribution and Service Plans for Class B and Class C Shares" should be
revised to read as follows: "The Distributor may pay the Class B service fee and
the asset-based sales charge to the dealer quarterly in lieu of paying the sales
commission and service fee advance at the time of purchase."
9. The last sentence in the sixth paragraph under the section captioned
"Distribution and Service Plans for Class B and Class C Shares" should be
revised to read as follows: "The Distributor may pay the Class C service fee and
asset-based sales charge to the dealer quarterly in lieu of paying the sales
commission and service fee advance at the time of purchase."
10. The first sub-paragraph under "Retirement Plans" in the section captioned
"Special Investor Services" should be revised to read as follows: "o Individual
Retirement Accounts including rollover IRAs, for individuals and their spouses
and SIMPLE IRAs offered by employers"
<PAGE>
11. The section captioned "Buying Shares Through the Distributor" under "How
Much Must You Invest" should be revised to read as follows:
o Buying Shares Through the Distributor. Complete an OppenheimerFunds New
Account Application and return it with a check payable to "OppenheimerFunds
Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217. If you
don't list a dealer on the application, the Distributor will act as your agent
in buying the shares. However, it is recommended that you discuss your
investment first with a financial advisor, to be sure that it is appropriate for
you.
o Payments by Federal Funds Wire. Shares may be purchased by Federal Funds
wire. The minimum investment is $2,500. You must first call the Distributor's
Wire Department at 1-800-525-7041 to notify the Distributor of the wire and
receive further instructions.
12. The following should be added to the section captioned "Special Investor
Services," after "Shareholder Transactions by Fax:"
OppenheimerFunds Internet Web Site. Information about the Fund, including your
account balance, daily share prices, market and Fund portfolio information, may
be obtained by visiting the OppenheimerFunds Internet Web Site, at the following
Internet address: http://www.oppenheimerfunds.com. In 1998, the Transfer Agent
anticipates offering certain account transactions through the Internet Web Site.
To find out more information about those transactions and procedures, please
visit the Web Site.
13. The section captioned "Backup Withholding" under "Shareholder Account Rules
and Policies" should be revised to read as follows:
o "Backup Withholding" of Federal income tax may be applied at the rate of
31% from taxable dividends, distributions and redemption proceeds (including
exchanges) if you fail to furnish the Fund a correct and properly certified
Social Security or Employer Identification Number when you sign your
application, or if you underreport your income to the Internal Revenue Service.
14. The section captioned "Buying a Dividend" under "Dividends, Capital Gains
and Taxes-- Taxes" should be revised to read as follows:
o "Buying a Dividend": If you buy shares on or just before the ex-dividend
date, or just before the Fund declares a capital gains distribution, you will
pay the full price for the shares and then receive a portion of the price back
as a taxable dividend or capital gain, respectively.
April 1, 1998 PS0745.003
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OPPENHEIMER MIDCAP FUND
Supplement dated April 1, 1998 to the Statement of
Additional Information dated November 17, 1997
The Statement of Additional Information is amended as follows:
1. The following paragraph should replace the biographical data of Paul LaRocco
which appears under the section "How the Fund Is Managed--Trustees and
Officers of the Fund," on page 20:
Bruce Bartlett, Vice President and Portfolio Manager; Age: 48 Vice President of
the Manager (April 1995); an officer of other Oppenheimer funds, formerly a Vice
President and Senior Portfolio Manager at First of America Investment Corp.
2. The section captioned "Portfolio Management" under "The Manager and Its
Affiliates" should be revised to read as follows:
|X| Portfolio Management. The Portfolio Manager of the Fund is Bruce
Bartlett, who became the person principally responsible for the day-to-day
management of the Fund's portfolio on April 1, 1998. Mr. Bartlett's background
is described in the Prospectus under "Portfolio Manager." Other members of the
Manager's Equity Portfolio Department, particularly Jay W. Tracey, III and
Bonnie Sherman, provide the Portfolio Manager with counsel and support in
managing the Fund's portfolio.
April 1, 1998 PX0745.002
