OPPENHEIMER INTERNATIONAL SMALL CO FUND
497, 1999-10-27
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                  OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
                    Supplement dated October 25, 1999 to the
                       Prospectus dated December 29, 1998

The Prospectus is changed as follows:

1. The supplement dated August 20, 1999 is replaced by this supplement.

2. The first paragraph under the heading "What does the Fund Invest In?" on page
3 is deleted and replaced with the following:

         The Fund invests mainly in common stock of companies that are domiciled
         outside the United States or have their primary  operations outside the
         U.S., and have market  capitalizations  of $1.8 billion or less.  These
         are described as "small-cap companies." The Fund can also buy preferred
         stocks,  convertible  securities  and other  securities  having  equity
         features.  The Fund focuses on equity  securities of companies that the
         portfolio  manager believes have favorable growth  prospects.  The Fund
         can also use hedging instruments and certain derivative  investments to
         try to  manage  investment  risks.  These  investments  are more  fully
         explained in "About the Fund's Investments," below.

3. The first bullet point under "How Does the Manager Decide What  Securities to
Buy or Sell?" on page 3 is deleted and replaced with the following:

        |_| Companies with small capitalizations, that is, $1.8 billion or less.

4. The first sentence  under  "Special  Risks of Small-Cap  Stocks" on page 4 is
deleted and replaced with the  following:  "The Fund focuses its  investments on
securities of companies having a market  capitalization of $1.8 billion or less,
which can include both established and newer companies."

5. The four bullet points under "The Fund's  Principal  Investment  Policies" on
page 8 are deleted and replaced with the following:

        |_|The Fund  will  invest  at least  65% of its  total  assets in common
           stocks and other equity securities of companies having a small market
           capitalization  that are in  developed  or emerging  markets  located
           outside the United States.

        |_|The   Fund   currently   considers   an   issuer   having   a  market
           capitalization  of up to $1.8 billion to be a "small cap issuer." The
           Fund  measures  that  capitalization  at the time  the Fund  buys the
           security, and it is not required to sell the security if the issuer's


        (continued)
           capitalization  grows  above $1.8  billion.  Over time,  the Fund may
           change the range of assets it uses to define "small cap" issuers,  as
           market conditions change.

         |_| The Fund will  invest at least 65% of its total  assets in  foreign
securities.

6. The third paragraph of the section entitled "How the Fund is Managed" on page
12 is revised to read as follows:

         |_| Portfolio  Managers.  The portfolio managers of the Fund are George
         Evans and Shanquan Li. They became the portfolio managers on August 20,
         1999, and are the persons  principally  responsible  for the day-to-day
         management of the Fund's  portfolio.  They are also Vice  Presidents of
         the Fund  and of the  Manager,  and  serve as  officers  and  portfolio
         managers for other  Oppenheimer  funds. Mr. Evans joined the Manager in
         September 1990. Prior to joining the Manager in July 1997, Mr. Li was a
         Senior  Quantitative  Analyst in the  Investment  Policy Group of Brown
         Brothers Harriman & Co., and a consultant for Acadian Asset Management,
         Inc.

7.  The  first  sentence  of  the  section   entitled   "Buying  Shares  Through
OppenheimerFunds AccountLink" on page 13 is revised to read as follows:

         With  AccountLink,  shares are purchased for your account by a transfer
         of money from your bank account  through the Automated  Clearing  House
         (ACH) system.

8. The  parenthetical  reference "(such as Automatic  Withdrawal  Plans)" in the
second sentence of the section "Are There  Differences in Account  Features that
Matter to You?" on page 16 is deleted.

9. The first  bulleted  paragraph  in the  section  entitled  "Certain  Requests
Require a Signature Guarantee" on page 23, is revised to read as follows:

         |_| You wish to redeem more than $100,000 and receive a check

10. The first sentence of the section  entitled  "Telephone  Redemptions Paid by
Check" on page 24, is revised to read as follows:

         Up to $100,000 may be redeemed by telephone in any 7-day period.



October 25, 1999                 3                                PS0815.005


<PAGE>


                  OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
                    Supplement dated October 25, 1999 to the
            Statement of Additional Information dated August 20, 1999

The Statement of Additional Information is changed as follows:

1. The first paragraph under the heading  "Investments in Equity  Securities" on
page 2 is deleted and replaced with the following:

         The Fund  focuses  its  investments  in equity  securities  of  foreign
         small-cap growth companies.  Equity  securities  include common stocks,
         preferred stocks, rights and warrants,  and securities convertible into
         common  stock.  The  Fund's  investments  primarily  include  stocks of
         companies having a market  capitalization  of $1.8 billion or less, but
         the Fund can  purchase  securities  of issuers  having a larger  market
         capitalization.

2. The first paragraph of the section entitled "How to Buy Shares - AccountLink"
on page 40 is revised to read as follows:

         Shares will be purchased  on the regular  business day you instruct the
         Distributor to initiate the Automated  Clearing House ("ACH")  transfer
         to buy the shares.  Dividends will begin to accrue on shares  purchased
         with  the  proceeds  of ACH  transfers  on the  business  day the  Fund
         receives  federal fund for the purchase  through the ACH system  before
         the close of business of The New York Stock Exchange.

3.   The third  paragraph of the section  entitled "How to Exchange Shares - How
     Exchanges Affect Contingent Deferred Sales Charges" on page 54 is deleted.

4.   In Appendix B the  section  entitled  "Waivers of Class A Sales  Charges of
     Oppenheimer Funds - Waivers of the Class A Contingent Deferred Sales Charge
     for Certain  Redemptions" on page B-4, the first bullet point is revised as
     follows:

|_| To make Automatic  Withdrawal Plan payments that are limited to no more than
12% of the account value annually  measured at the time the Plan is established,
adjusted annually.

5.   In the section  entitled  "Waivers of Class B and Class C Sales  Charges of
     Oppenheimer Funds - Waivers for Redemptions in Certain Cases", on page B-5,
     number 13 under the 7th bullet (for retirement plans) is revised to read as
     follows:


                                                            (continued)



         (13)     For  distributions  from  a  participant's  account  under  an
                  Automatic  Withdrawal Plan after the  participant  reaches age
                  59-1/2,  as long as the aggregate  value of the  distributions
                  does not exceed 10% of the account's  value annually  measured
                  at the time the plan is established, adjusted annually.

6.   In the section  entitled "Class A, Class B and Class C Contingent  Deferred
     Sales Charge Waivers - Waivers for Redemptions of Shares Purchased Prior to
     March 6, 1995," on page B-8,  the first  bullet point is revised to read as
     follows:

         |_|  withdrawals under an automatic withdrawal plan holding only either
              Class B or Class C shares if the annual withdrawal does not exceed
              10% of the account value annually measured at the time the plan is
              established, adjusted annually, and

7.   In the section  entitled "Class A, Class B and Class C Contingent  Deferred
     Sales Charge Waivers - Waivers for  Redemptions  of Shares  Purchased on or
     After March 6, 1995 but Prior to November 24, 1995" on page B-8, the second
     bullet point is revised to read as follows:

         |_|  withdrawals under an automatic withdrawal plan (but only for Class
              B or Class C shares)  where the annual  withdrawals  do not exceed
              10% of the account value annually measured at the time the plan is
              established, adjusted annually.



October 25, 1999                                             PX0815.003




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