As filed with the Securities and Exchange Commission on December 6, 1999
1933 Act File No. 333-82579
1940 Act File No. 811-09373
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[ ] Post-Effective Amendment No. __
and/or
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 1
OPPENHEIMER SENIOR FLOATING RATE FUND
(Exact Name of Registrant Specified in Charter)
6803 South Tucson Way, Englewood, CO 80112
(Address of Principal Executive Offices) (Number, Street, City, State,
Zip Code)
1-800-525-7048
(Registrant's Telephone Number, Including Area Code)
Andrew J. Donohue
OppenheimerFunds, Inc.
Two World Trade Center, New York, NY 10048
(Name and Address (Number, Street, State, Zip Code) of Agent for Service)
Approximate Date of Proposed Public Offering: December 6, 1999
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 19333,
other than securities offered in connection with a dividend reinvestment plan,
check the following box [X]
It is proposed that this filing will become effective (check applicable box):
[] when declared effective pursuant to section 8(c), or as follows:
(the following boxes are included on the basis that the Registrant makes
repurchase offers under Rule 23c-3 under the Investment Company Act of 1940 and
is making this filing in accordance with Rule 486 under the Securities Act of
1933)
[ ] immediately upon filing pursuant to paragraph (b) [ x ] on December 6,
1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph
(a) [ ] on _____________ pursuant to paragraph (a) of Rule 486.
[ ] This post-effective amendment designates a new effective date for a
previously-filed registration statement.
[ ]This form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act and the Securities Act registration
statement number of the earlier effective registration statement for the same
offering is ________.
This Registration Statement includes a combined prospectus pursuant to Rule 429
which relates to an earlier Registration Statement filed by Registrant on July
9, 1999, as amended to date (File No. 333-82579), which required 100,000 Class A
shares, 6,000,000 Class B shares and 3,900,000 Class C shares, each having a par
value of $.001 per share.
CALCULATION OF REGISTRATION FEE UNDER SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Amount Being Maximum Price Maximum Aggregate Amount of
Being Registered Registered Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class A Shares of
Beneficial Interest 10,000,000 $9.98 $99,800,000 $26,347.20(3)
(par value $.001 per shares
share) (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class A Shares of
Beneficial Interest 100,000 $10.00 $1,000,000 $278.00(4)
(par value $.001 per shares
share (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class B Shares of
Beneficial Interest 10,000,000 $9.98 $99,800,000 $26,347.20(5)
(par value $.001 per shares
share) (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class B Shares of
Beneficial Interest 6,000,000 $10.00 $60,000,000 $16,680.00(4)
(par value $.001 per shares
share) (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class C Shares of
Beneficial Interest 10,000,000 $9.99 $99,900,000 $26,373.60(6)
(par value $.001 per shares
share) (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Class C Shares of
Beneficial Interest 3,900,000 $10.00 $39,000,000 $10,842.00(4)
(par value $.001 per shares
share) (2)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) Currently being registered.
(2) Previously registered and carried forward under this Registration Statement.
(3) Calculated pursuant to Rule 457(d) based on the net asset value per share of
$9.98 on December 1, 1999.
(4) Registration fee previously paid.
(5) Calculated pursuant to Rule 457(d) based on the net asset value per share of
$9.98 on December 1, 1999.
(6) Calculated pursuant to Rule 457(d) based on the net asset value per share of
$9.99 on December 1, 1999.
The Registrant's Prospectus and Statement of Additional Information dated
September 7, 1999, as filed with the Securities and Exchange Commission on Form
N-2 on July 9, 1999 (File Nos. 333-82579 and 811-09373) are hereby incorporated
by reference.
<PAGE>
Oppenheimer Senior Floating Rate Fund
Supplement dated December 6, 1999 to the
Prospectus dated September 7, 1999
The Prospectus is changed as follows:
1. The Supplement dated December 1, 1999, to the Prospectus is replaced by this
supplement.
2. The reference to "10,000,000 Shares" on the top of the front cover page is
deleted. All references in the Prospectus to the number of shares of the
Fund registered with the Securities and Exchange Commission are revised to
reflect the registration of an additional 10,000,000 shares each of Class
A, Class B and Class C, bringing the total shares registered to 10,100,000
Class A shares, 16,000,000 Class B shares and 13,900,000 Class C shares.
3. The table (and accompanying notes) on the front cover is replaced by the
following:
The Fund began the continuous offering of its shares on September 8,
1999. The Fund is authorized to issue an unlimited number of shares of
each class and to date has registered 10,100,000 Class A shares,
16,000,000 Class B shares and 13,900,000 Class C shares. Shares are
offered to the public at a price equal to the net asset value per
share. As of December 1, 1999, the net asset values per share of the
Fund's share classes were as follows: Class A: $9.98, Class B: $9.98,
and Class C: $9.99. The net asset values and therefore the offering
prices of each class of shares will fluctuate over the course of the
offering. Class A shares currently are available only upon the
automatic conversion of Class B shares 72 months after purchase. Class
B and Class C shares are offered without any initial sales charge, but
are each subject to an annual service fee, an annual asset-based
distribution fee and an early withdrawal charge. Please refer to "How
to Buy Shares" for details. The Fund intends to invest the net proceeds
of the offering of its shares in portfolio securities as soon as is
practicable after receipt of the proceeds. The Fund's investment
advisor, OppenheimerFunds, Inc. (the "Manager"), has borne the offering
expenses of the initial offering of 10,000,000 shares of the Fund. The
offering expenses for subsequently-registered and offered shares,
estimated to be $99,000.00, will be borne by the Fund, subject to any
reimbursement of expenses by the Manager.
4. On page 4, footnote 2 to the Annual Expenses chart is revised to read as
follows:
The management fee is based upon a percentage of the Fund's average
annual net assets and is shown without giving effect to a voluntary
reduction by the Manager of 0.20% of the management fee annually. That
voluntary reduction may be withdrawn or amended at any time.
Additionally, the management fee in the table does not reflect the
Manager's voluntary agreement to waive its entire management fee for
the period from the commencement of operations of the Fund on September
8, 1999 through March 31, 2000. With that fee waiver and reduction, the
estimated management fee for each class is 0.53% and Total Annual
Expenses are estimated at 1.13% for Class A and 1.63% for Class B and
Class C.
5. On page 5, the Examples depicting the effect of the Fund's estimated expenses
on a $1,000 investment in shares of each Class of the Fund are replaced by the
following examples, which show the effect of the estimated expenses in the
Annual Expenses chart without giving effect to the Manager's voluntary expense
waivers.
<TABLE>
<CAPTION>
Assuming you do not tender shares
for repurchase by the Fund
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class A shares $14 $42 $73 $160
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class B shares $19 $58 $99 $190
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class C shares $19 $58 $99 $215
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Assuming you tender your shares for repurchase by the Fund on the last
day of the period and a Class B or Class C Early Withdrawal Charge
applies 1 Year 3 Years 5 Years 10 Years
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class A shares $14 $42 $73 $160
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class B shares $49 $73 $109 $190
-------------------------------------- --------------- -------------- -------------- ---------------
-------------------------------------- --------------- -------------- -------------- ---------------
Class C shares $29 $58 $99 $215
-------------------------------------- --------------- -------------- -------------- ---------------
</TABLE>
6. On page 32, in the section entitled "Advisory Fees," the last three sentences
are revised to read as follows:
The Manager has voluntarily agreed to reduce its management fee by
0.20% of average annual net assets, and additionally, for the period
from the commencement of the Fund's operations on September 8, 1999
through March 31, 2000, to voluntarily waive the management fee
entirely. Those waivers have the effect of reducing the Fund's overall
expenses, thereby increasing its yield. Either waiver may be amended or
withdrawn by the Manager at any time.
<PAGE>
7. The section entitled "Are There Any Early Withdrawal Charge Waivers?" on page
37 is revised by adding a new final sentence as follows:
The Class B and Class C Early Withdrawal Charges are waived in the case
of repurchases of shares owned by present and former officers,
directors, trustees and employees (and their "immediate families" as
that term is defined in Appendix B to the Statement of Additional
Information) of the Fund, the Manager and its affiliates, and
retirement plans established by them for their employees.
8. The second sentence of the footnote under the Class B Early Withdrawal Charge
table on page 38 is revised to read as follows:
In applying the Early Withdrawal Charge, all purchases are considered
to have been made on the first regular business day of the month during
which the purchase was made.
December 6, 1999 PS0291.004
<PAGE>
C-1
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements: Not applicable
2. Exhibits
(a) Amended and Restated Declaration of Trust dated 08/13/99 of Registrant.*
(b) By-Laws dated 08/24/99 of Registrant.*
(c) Not Applicable.
(d) Articles Fourth, Fifth and Seventh of Registrant's Declaration of Trust
define the rights of holders of the securities being registered hereby.
(e) Not Applicable.
(f) Not Applicable.
(g) Form of Investment Advisory Agreement between Registrant and
OppenheimerFunds, Inc.*
(h) (1) Form of General Distributor's Agreement between Registrant and
OppenheimerFunds Distributors, Inc.*
(2) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Filed with
Pre-Effective Amendment No. 2 of Oppenheimer Trinity Value Fund (Reg. No.
333-79707), 08/25/1999, and incorporated herein by reference.
(3) Form Broker Agreement of OppenheimerFunds Distributor, Inc.: Filed with
Pre-Effective Amendment No. 2 of Oppenheimer Trinity Value Fund (Reg. No.
333-79707), 08/25/1999, and incorporated herein by reference.
(4) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Filed with
Pre-Effective Amendment No. 2 of Oppenheimer Trinity Value Fund (Reg. No.
333-79707), 08/25/1999, and incorporated herein by reference.
(i) Form of Deferred Compensation Plan for Disinterested Trustees: Filed with
Post-Effective Amendment No. 40 to the Registration Statement of Oppenheimer
High Yield Fund (Reg. No. 2-62076), 10/27/98, and incorporated herein by
reference.
(j) Form of Custodian Agreement.*
(k) (1) Form of Service Plan for Class A shares.*
(2) Form of Distribution and Service Plan for Class B shares.*
(3) Form of Distribution and Service Plan for Class C shares.* (4) Form of
Multiple Class Plan under Rule 18f-3 as amended through 08/24/99.*
(l) (1) Opinion of Myer, Swanson Adams & Wolf, P.C., counsel to Registrant, as
to the legality of the Fund's shares.
(2) Opinion of Goodwin, Procter & Hoar, special Massachusetts counsel to
Registrant, as to the legality of the Fund's shares.*
(m) Not Applicable.
(n) Independent Auditors' Consent.*
(o) Not Applicable.
(p) Subscription Agreement for Initial Capital.*
(q) Not Applicable.
(r) Not Applicable.
- -- Powers of Attorney for Trustees: Filed with Post-Effective Amendment No. 41
to the registration statement of Oppenheimer High Yield Fund (Reg. No. 2-62078),
8/26/1999, and incorporated herein by reference.
ITEM 25. MARKETING ARRANGEMENTS
See Form of General Distributor's Agreement filed by pre-effective
amendment Number 1 as Exhibit (h) to this Registration Statement.
* Filed with pre-effective amendment Number 1 to Registrant's registration
statement on Form N-2, 8/31/99 (Reg. No. 333-82579), and incorporated herein by
reference.
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION: All of the Registrant's
initial organization and offering expenses have been absorbed by
OppenheimerFunds, Inc. The following table sets forth the expenses incurred or
expected to be incurred in connection with the 30,000,000 shares of the
Registrant being registered in this Registration Statement under the Securities
Act of 1933, other than underwriting discounts and commissions.
SEC/Blue Sky Fees $85,000
Printing Expenses 5,000
Legal Fees 5,000
Mailing Expenses 4,000
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
Not applicable.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
Title of Class Number of Record Holders as if 12/2/99
Class A Shares of Beneficial Interest 1*
Class B Shares of Beneficial Interest 631
Class C Shares of Beneficial Interest 847
- ------------
* As of the date of this Registration Statement, all issued Class A shares are
owned by OppenheimerFunds, Inc.
ITEM 29. INDEMNIFICATION
Reference is made to the provisions of Article Seven of Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 2(a) to this
Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, 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 by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The description of the business of OppenheimerFunds, Inc. is set forth
under the caption "How the Fund is Managed" in the Prospectus and the Statement
of Additional Information forming part of this Registration Statement.
The information as to the Directors and Officers of OppenheimerFunds,
Inc. set forth in OppenheimerFunds, Inc.'s Form ADV filed with the Securities
and Exchange Commission (File No. 801-825), as amended through the date hereof,
is incorporated herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
1. Accounts and records of the Fund are maintained at (i) the Fund's office at
6803 South Tucson Way, Englewood, Colorado 80112 and (ii) the offices of
OppenheimerFunds, Inc. at Two World Trade Center, New York, New York 10048.
2. OppenheimerFunds Services, P.O. Box 5270 Denver, Colorado 80217, maintains
all the required records in its capacity as transfer, dividend paying and
shareholder service agent of the Registrant.
ITEM 32. MANAGEMENT SERVICES
Not Applicable.
ITEM 33. UNDERTAKINGS
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. a. To file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the Prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
b. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
c. To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
5. Not Applicable.
6. The Registrant undertakes to send by first class mail or
other means designed to ensure equally prompt delivery, within two business days
of receipt of a written or oral request, any Statement of Additional
Information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 486(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Arapahoe, and State of Colorado, on this 3rd day of December, 1999.
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/ James C. Swain*
----------------------------------------
James C. Swain, Chairman
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 date indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ James C. Swain* Chairman of the December 3, 1999
- -------------------------------------- Board of Trustees
James C. Swain and Principal Executive
Officer
/s/ Bridget A. Macaskill* President
- ------------------------------------- and Trustee December 3, 1999
Bridget A. Macaskill
/s/ Brian W. Wixted* Treasurer and Principal December 3, 1999
- ------------------------------------- Financial and Accounting
Brian W. Wixted Officer
/s/ William L. Armstrong Trustee December 3, 1999
- ------------------------------
William L. Armstrong
/s/ Robert G. Avis* Trustee December 3, 1999
- -------------------------------------
Robert G. Avis
<PAGE>
/s/ William A. Baker* Trustee December 3, 1999
- -------------------------------------
William A. Baker
/s/ George C. Bowen* Trustee December 3, 1999
- -------------------------------------
George C. Bowen
/s/ Jon S. Fossel* Trustee December 3, 1999
- -------------------------------------
Jon S. Fossel
/s/ Sam Freedman* Trustee December 3, 1999
- -------------------------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee December 3, 1999
- -------------------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee December 3, 1999
- -------------------------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee December 3, 1999
- -------------------------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee December 3, 1999
- -------------------------------------
Ned M. Steel
*By: /s/ Robert G. Zack
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
OPPENHEIMER SENIOR FLOATING RATE FUND
EXHIBITS FILED
Exhibit No. Exhibit
2(1)(1) Opinion of Myer, Swanson, Adams & Wolf, P.C.
December 3, 1999
Oppenheimer Senior Floating Rate Fund
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is being furnished to Oppenheimer Senior Floating Rate
Fund, a Massachusetts business trust (the "Fund"), in connection with the
registration of an additional 30,000,000 shares of beneficial interest
(consisting of an additional 10,000,000 Class A shares, 10,000,000 Class B
shares and 10,000,000 Class C shares) on Form N-2 under the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as amended, (the
"Registration Statement") to be filed with the Securities and Exchange
Commission by the Fund and to which Registration Statement this opinion is an
Exhibit. As counsel for the Fund, we have examined the Registration Statement,
such statutes, regulations, corporate records and other documents and reviewed
such questions of law that we deemed necessary or appropriate for the purposes
of this opinion.
Based upon the foregoing, we are of the opinion that the additional
Class A, Class B and Class C shares to be issued as described in the
Registration Statement have been duly authorized and, assuming receipt of the
consideration to be paid therefor, upon sale and delivery as provided in the
Registration Statement, will be legally and validly issued, fully paid and
non-assessable (except for the potential liability of shareholders described in
the Fund's Statement of Additional Information under the caption "Shareholder
and Trustee Liability" under "How the Fund is Managed - Organization and
History").
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.
We do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
Myer, Swanson, Adams & Wolf, P.C.
OppenheimerFunds, Inc.
2 World Trade Center
New York, New York 10048
December 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oppenheimer Senior Floating Rate Fund
Reg. No. 333-82579
Sec File No. 811-09373
To the Securities and Exchange Commission:
On behalf of Oppenheimer Senior Floating Rate Fund (the "Fund") and
pursuant to Rule 486 under the Securities Act of 1933, as amended, and in
connection with the Fund's Registration Statement on Form N-2 under the
Securities Act of 1933 which also constitutes Amendment No. 1 to the Fund's
Registration Statement under the Investment Company Act of 1940, as amended, the
undersigned counsel, who prepared such Registration Statement, hereby represents
to the Commission that such Registration Statement does not contain any
disclosures that would render it ineligible to become effective pursuant to
paragraph (b) of Rule 486.
Very truly yours,
/s/ Robert G. Zack
Robert G. Zack
Senior Vice President and
Associate General Counsel
