OPPENHEIMER MIDCAP FUND
Supplement dated September 25, 1998 to the
Statement of Additional Information dated May 15, 1998
This supplement to the Statement of Additional Information replaces the
supplement dated June 5, 1998 and changes the Statement of Additional
Information as follows:
1. The following paragraphs are added at the end of the section captioned
"Investment Policies and Strategies - Foreign Securities" on page 3:
- Risks of Conversion to Euro. On January 1, 1999, eleven
countries in the European Monetary Union will adopt the euro as
their official currency. However, their current currencies (for
example, the franc, the mark, and the lire) will also continue in
use until January 1, 2002. After that date, it is expected that only
the euro will be used in those countries. A common currency is
expected to confer some benefits in those markets, by consolidating
the government debt market for those countries and reducing some
currency risks and costs. But the conversion to the new currency
will affect the Fund operationally and also has potential risks,
some of which are listed below. Among other things, the conversion
will affect: o issuers in which the Fund invests, because of changes
in the competitive environment from a consolidated currency market
and greater operational costs from converting to the new currency.
This might depress stock values. o vendors the Fund depends on to
carry out its business, such as its Custodian (which holds the
foreign securities the Fund buys), the Manager (which must price the
Fund's investments to deal with the conversion to the euro) and
brokers, foreign markets and securities depositories. If they are
not prepared, there could be delays in settlements and additional
costs to the Fund. o exchange contracts and derivatives that are
outstanding during the transition to the euro. The lack of currency
rate calculations between the affected currencies and the need to
update the Fund's contracts could pose extra costs to the Fund.
The Manager is upgrading (at its expense) its computer and
bookkeeping systems to deal with the conversion. The Fund's
Custodian has advised the Manager of its plans to deal with the
conversion, including how it will update its record keeping systems
and handle the redenomination of outstanding foreign debt. The
Fund's portfolio manager will also monitor the effects of the
conversion on the issuers in which the Fund invests. The possible
effect of these factors on the Fund's investments cannot be
determined with certainty at this time, but they may reduce the
value of some of the Fund's holdings and increase its operational
costs.
2. Effective June 2, 1998, Robert G. Galli was appointed as a Trustee of
the Fund. The biographical information below for Mr. Galli should be added to
the section captioned "How the Fund is Managed - Trustees and Officers of the
Fund" immediately following the information on Thomas W.
Courtney:
Robert G. Galli, Trustee; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following positions: Vice Chairman of OppenheimerFunds,
Inc. (the "Manager") (October 1995 to December 1997), Vice President (June 1990
to March 1994) and Counsel of Oppenheimer Acquisition Corp., the Manager's
parent holding company; Executive Vice President (December 1977 to October
1995), General Counsel and a director (December 1975 to October 1993) of the
Manager; Executive Vice President and a director of OppenheimerFunds
Distributor, Inc. (July 1978 to October 1993); Executive Vice President and a
director of HarbourView Asset Management Corporation (April 1986 to October
1995), an investment adviser subsidiary of the Manager; Vice President and a
director (October 1988 to October 1993) and Secretary (March 1981 to September
1988) of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager; a director (November 1989 to October 1993) and
Executive Vice President (November 1989 to January 1990) of Shareholder
Financial Services, Inc., a transfer agent subsidiary of the Manager; a director
of Shareholder Services, Inc. (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.
3. The following is added as the last paragraph to the section captioned
"How the Fund is Managed - Deferred Compensation Plan":
On June 2, 1998 the Fund adopted a retirement plan that provides for
payment to a retired Trustee of up to 80% of the average compensation paid
during that Trustee's five years of service in which the highest compensation
was received. A Trustee must serve in that capacity for any of the Oppenheimer
Quest Funds, Oppenheimer Rochester Funds or the Oppenheimer MidCap Fund for at
least 15 years to be eligible for the maximum payment. Because each Trustee's
retirement benefits will depend on the amount of the Trustee's future
compensation and length of service, the amount of those benefits cannot be
determined as of this time nor can the Fund estimate the number of years of
credited service that will be used to determine those benefits.
4. The fourth sentence of the fifth paragraph in the section entitled "How To
Exchange Shares" starting on page 45 is revised to read as follows:
However, if you redeem Class A shares of the Fund that were acquired
by exchange of Class A shares of other Oppenheimer funds purchased
subject to a Class A contingent deferred sales charge within 18
months of the end of the calendar month of the purchase of the
exchanged Class A shares, the Class A contingent deferred sales
charge is imposed on the redeemed shares (see "Class A Contingent
Deferred Sales Charge" in the Prospectus). (A different holding
period may apply to shares purchased prior to June 1, 1998).
5. The cumulative total returns for the period from December 1, 1997 to February
28, 1998 set forth in the line captioned "Total Return, at Net Asset Value"
appearing in the Financial Highlights table (unaudited) on page 56 are replaced
with the following:
Class A Class B Class C Class Y
18.10% 17.80% 17.90% 18.20%
6. The references to the Fund's Custodian "State Street Bank and Trust Company"
appearing on page 49 and the back outside cover are replaced with "Citibank,
N.A." and the address for the new Custodian is 111 Wall Street, New York, New
York 10005.
