Form N-23C-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 [17 CFR 270.23c-3]
1. Investment Company Act File Number: Date of Notification: April 5, 2000
811-09373
2. Exact name of investment company as specified in registration statement:
Oppenheimer Senior Floating Rate Fund
3. Address of principal executive office (number, street, city, state, zip
code): 6803 South Tucson Way, Englewood, Colorado 80112
4. Check one the following:
A. [x] The notification pertains to a periodic repurchase offer under paragraph
(b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase offer under
paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer under paragraph
(b) of Rule 23c-3 and a discretionary repurchase offer under paragraph (c) of
Rule 23c-3.
By: Robert G. Zack_________________
(Name)
Assistant Secretary______________
(Title)
INSTRUCTIONS:
1. This form must be completed by registered closed-end investment companies or
business development companies that make repurchase offers pursuant to Rule
23c-3. The form shall be attached to a notification to shareholders under
paragraph (b)(4) of Rule 23c-3.
2. Submissions using this form shall be filed in triplicate with the Commission
within three business days after a notification is sent to shareholders. One
copy shall be manually signed; the other copies may have facsimile or typed
signatures.
<PAGE>
Oppenheimer Senior Floating Rate Fund
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
Repurchase Offer Notice
April 3, 2000
Dear Oppenheimer Senior Floating Rate Fund Shareholder:
This notice is to inform you about your Fund's second quarterly offer to
repurchase a portion of its outstanding shares and to provide instructions to
shareholders who would like to tender some or all of their shares for repurchase
by the Fund.
This repurchase offer is intended to provide liquidity to shareholders, because
shares of your Fund are not redeemable daily for cash nor are they traded on a
stock exchange. You can offer some or all of your Fund shares for repurchase
only during one of the Fund's scheduled quarterly repurchase offers.
The repurchase offer period will begin on April 3, 2000, and end on April 28,
2000. If you wish to sell any of your Fund shares during this tender period, you
can do so in one of the following ways: 1. If your shares are held in your own
name (please refer to your account statement), you can complete the attached
Repurchase Request Form and return it to OppenheimerFunds Services, the Fund's
Transfer Agent, by the close of The New York Stock Exchange (normally 4:00 P.M.
EST) on April 28, 2000. The Fund currently does not charge a processing fee for
handling repurchase requests. 2. If your shares are held in your own name
(please refer to your account statement) you can place a repurchase request by
telephone for shares valued at up to $100,000 if you call no later than the
close of The New York Stock Exchange (normally 4:00 PM EST) April 28, 2000. The
proceeds of a telephone repurchase request must be sent to your address of
record and the check will be made payable exactly as the account is registered.
3. If your shares are held for you by your broker-dealer, or for your retirement
plan by your retirement plan trustee, you must contact your broker-dealer or
retirement plan trustee and have them submit the repurchase request for you. You
may be charged a transaction fee for that service by your financial advisor or
broker. Please refer to your Fund Prospectus and the enclosed Repurchase Offer
Terms and Repurchase Request Form for more details.
If you are not interested in selling any of your shares at this time, you do not
have to do anything and can disregard this notice. We will contact you again
next quarter to remind you of the next repurchase offer.
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All requests to have shares repurchased must be received by OppenheimerFunds
Services, the Fund's Transfer Agent, at its office in Colorado in good order by
the close of The New York Stock Exchange (normally 4:00 PM EST) April 28, 2000
(the Repurchase Request Deadline).
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Please refer to the enclosed Repurchase Offer documents. If you have any
questions, call your financial advisor or broker, or you can call the Transfer
Agent at 1-800-525-7048.
Sincerely,
OppenheimerFunds Services
Transfer Agent
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Oppenheimer Senior Floating Rate Fund
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REPURCHASE REQUEST FORM
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To: Oppenheimer Senior Floating Rate Fund
Please repurchase the shares of Oppenheimer Senior Floating Rate Fund designated
below at a price equal to their net asset value per share (NAV) on the
Repurchase Pricing Date that applies to this quarterly Repurchase Offer ending
on April 28, 2000. I understand that if any shares repurchased are subject to an
Early Withdrawal Charge, that charge will be deducted from the proceeds of my
repurchased shares.
Name(s) of Registered Shareholders: ___________________________________
(Please fill in EXACTLY as listed on your account statement):
___________________________________
___________________________________
Your Account Number: ___________________________________
Your Daytime Telephone Number: (_____) _____ -- __________________
Area Code Number
Shares Tendered for Repurchase:
(Please fill in ALL applicable information)
|_| Partial Tender Please repurchase __________ shares from my account.
(No. of Shares)
|_| Full Tender Please tender all shares from my account
|_| Dollar Amount Please repurchase enough of my shares so that I will
receive $____________. (If an Early Withdrawal Charge
applies, enough shares will be repurchased, subject to
pro-ration, to provide the net proceeds requested)
|_| Exchange Please exchange the shares repurchased above for shares of
Oppenheimer ___________________ Fund. (By checking this
option, you certify that you have already received a
current prospectus of that Fund.)
Payment and Delivery Instructions:
Unless you have elected to exchange your shares for shares of another
Oppenheimer fund, a check for the proceeds of repurchased shares will be issued
in the name of the registered shareholder(s) and mailed to the address of record
on the account. If alternative payment and delivery is required, please provide
instructions here (and signatures must be guaranteed).
Alternative Mailing Instructions: ___________________________________________
___________________________________________
Please assure that you sign this form on the reverse side!
Please sign below and note the following important points:
o Your signature(s) below MUST CORRESPOND EXACTLY with the names(s) in which the
shares are registered.
o If the shares are held of record by two or more joint holders, ALL
SHAREHOLDERS MUST SIGN BELOW.
o If the shares are held in an OppenheimerFunds IRA or 403(b)(7) account, you
must include a Form W-2P with this Repurchase Request or your request may not be
accepted (call the OppenheimerFunds Services at 1-800-525-7048 to obtain the
required form).
o If the shares are held in the name of a trustee, executor, guardian,
attorney-in-fact, corporation, partnership or other representative capacity,
include the name of the owner, sign using your title and submit evidence of your
authority in a form satisfactory to OppenheimerFunds Services.
o If you believe you are entitled to a waiver or reduction of an Early
Withdrawal Charge based upon the terms of the Fund's Prospectus and Statement of
Additional Information, you must provide that information to the Transfer Agent
with this request, or the full Early Withdrawal Charge will be deducted.
|_| I am entitled to a waiver/reduction of the Early Withdrawal Charge
(state basis using categories identified in the Statement of Additional
Information or prospectus):
_______________________________________________________________________________
All signatures must be guaranteed unless ALL of the following conditions apply:
o This Repurchase Request Form is signed by all registered holder(s) of the
shares, AND
o There is no change of registration for any shares you will continue to hold,
AND
o The payment of the repurchase proceeds is to be sent to the registered owners
of the shares at the address shown in the share registration on your account
statement, AND
o The repurchase proceeds will be less than or equal to $100,000.
In all other cases, ALL signatures must be guaranteed by one of the following:
U.S. bank, trust company, credit union or savings association, or by a foreign
bank that has a U.S. correspondent bank, or by a U.S. registered dealer or
broker in securities, municipal securities, or government securities, or by a
U.S. national securities exchange, a registered securities association or a
clearing agency.
Date:________________________ Signatures(s) of owner(s)
exactly as shares are registered:
SIGNATURE(s) GUARANTEED BY:
__________________________ ______________________________
(Signature) (Signature of Owner)
____________________________ _________________________________
(Name) (Title) (Signature of Joint Owner)
If You have any questions about this form, call OppenheimerFunds Services
1-800-525-7048.
This form must be RECEIVED by OppenheimerFunds Services by the close of The New
York Stock Exchange (normally 4:00 PM EST) April 28, 2000 (the Repurchase
Request Deadline), if you want to sell some or all of your shares of Oppenheimer
Senior Floating Rate Fund. Repurchase Requests received by OppenheimerFunds
Services cannot be revoked after the Repurchase Request Deadline.
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If you are using regular mail: If you are using courier or express
Send this form to: mail:
OppenheimerFunds Services Send this form to:
P.O. Box 5270 OppenheimerFunds Services
Denver, Colorado 80217-5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80231
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Oppenheimer Senior Floating Rate Fund
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REPURCHASE OFFER TERMS
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April 3, 2000
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1. THE OFFER. Oppenheimer Senior Floating Rate Fund (the "Fund") is offering to
repurchase for cash up to ten percent (10%) of the aggregate of its issued and
outstanding Class A, Class B and Class C shares of beneficial interest
("Shares") at a price equal to the respective net asset value ("NAV" or "Net
Asset Value") as of the close of The New York Stock Exchange on the Repurchase
Pricing Date (defined below) upon the terms and conditions set forth in this
Offer, the Repurchase Offer Notice, the Fund's Prospectus, and the related
Repurchase Request Form. Together those documents constitute the "Repurchase
Offer". The purpose of the Repurchase Offer is to provide liquidity to
shareholders of the Fund. The offer is not conditioned upon the tender for
repurchase of any minimum number of Shares. All classes of Shares are consider
to be a single class for the purposes of allocating repurchases under this
Repurchase Offer.
2. REPURCHASE REQUEST DEADLINE. All tenders of Shares for repurchase must be
received in proper form by the Transfer Agent at its office in Colorado or by
its designated agents on or before the close of The New York Stock Exchange
(normally the Exchange closes at 4:00 p.m., Eastern Time, but may close earlier
on certain days) on April 28, 2000. Repurchase Requests submitted to the
Transfer Agent must be sent to the addresses or phone numbers specified in this
Repurchase Offer.
3. REPURCHASE PRICING DATE. The Net Asset Values of Class A, Class B and Class C
Shares for repurchases must be determined no later than May 14, 2000. However,
the Fund intends to determine those Net Asset Values on April 28, 2000 (the
Repurchase Request Deadline), if doing so is not likely to result in significant
dilution of the prices of the Shares, or as soon as such determination can be
made after that date. If the Fund chooses a Repurchase Pricing Date later than
the Repurchase Request Deadline, there is a risk that the Fund's net asset
values per share may fluctuate between those dates.
4. NET ASSET VALUES. On March 27, the Net Asset Value per share of the Fund's
Class A Shares was $9.98, the Net Asset Value of the Fund's Class B Shares was
$9.99, and the Net Asset Value per share of the Fund's Class C shares was $9.99.
You must determine whether to tender Shares prior to the Repurchase Request
Deadline, but the Net Asset Values at which the Fund will repurchase Shares will
not be calculated until the Repurchase Pricing Date. The Net Asset Values can
fluctuate and may fluctuate between the date you submit your Repurchase Request
and the Repurchase Request Deadline and the Repurchase Pricing Date. The Net
Asset Values on the Repurchase Request Deadline and the Repurchase Pricing Date
could be higher or lower than on the date you submit a Repurchase Request.
Please call OppenheimerFunds Services at 1-800-525-7048 for the Fund's current
Net Asset Values.
5. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased pursuant
to this Repurchase Offer will be made not later than 7 days after the Repurchase
Pricing Date.
6. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASES. If
shareholders tender for repurchase more Shares than the number of Shares that
the Fund is offering to repurchase, the Fund may (but is not obligated to)
increase the number of Shares that the Fund is offering to purchase by up to two
percent (2%) of the number of Shares outstanding on the Repurchase Request
Deadline. The Fund may increase the number of Shares to be repurchased or the
Fund may decide not to do so. In either case, if the number of Shares tendered
for repurchase exceeds the number of Shares which the Fund is offering to
repurchase, the Fund will repurchase tendered shares on a pro rata basis. The
Fund may, in its discretion, accept all Shares tendered by shareholders who own
less than 100 Shares and tender all their Shares for repurchase in this
Repurchase Offer, before prorating the Shares tendered by other shareholders.
There can be no assurance that the Fund will be able to repurchase all the
Shares that you tender even if you tender all the Shares that you own. In the
event of an oversubscribed Repurchase Offer, you may be unable to liquidate some
or all of your investment at Net Asset Value. You may have to wait until a
subsequent repurchase offer to tender shares that the Fund was unable to
repurchase, and you would be subject to the risk of Net Asset Value fluctuations
during that time.
7. WITHDRAWAL OF TENDER OF SHARES FOR REPURCHASE. Shares tendered pursuant to
the Repurchase Offer may be withdrawn or you may change the number of Shares
tendered for Repurchase at any time prior to the close of The New York Stock
Exchange (normally the Exchange closes at 4:00 p.m., Eastern time, but may close
earlier on certain days) on April 28, 2000 (the Repurchase Request Deadline).
You must send a written notice to the Transfer Agent at one of the addresses
specified in this Repurchase Offer, and the Transfer Agent must receive it
before the Repurchase Request Deadline.
8. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Board of Trustees of the
Fund may suspend or postpone this Repurchase Offer only by a majority vote of
the Trustees (including a majority of the disinterested Trustees) and only:
(A) for any period during which The New York Stock Exchange or any market
in which the securities owned by the Fund are principally traded is closed,
other than customary weekend and holiday closings, or during which trading in
such market is restricted;
(B) for any period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable, or
during which it is not reasonably practicable for the Fund fairly to determine
the value of its net assets; or
(C) for such other periods as the Securities and Exchange Commission may be
order permit for the protection of shareholders of the Fund; or
(D) if the Repurchase Offer would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal Revenue Code.
9. TAX CONSEQUENCES. Shareholders should consult their tax advisers regarding
the specific tax consequences, including state and local tax consequences, of a
repurchase of their Shares. Special tax rules apply to shares repurchased from
retirement plan accounts. A tender of Shares pursuant to the Repurchase Offer
(including an exchange for shares of another Oppenheimer fund) will be treated
as a taxable sale or exchange of the Shares if the tender (i) completely
terminates the shareholder's interest in the Fund, (ii) is treated under the
Internal Revenue Code as a distribution that is "substantially disproportionate"
or (iii) is treated under the Internal Revenue Code as a distribution that is
"not essentially equivalent to a dividend". A "substantially disproportionate"
distribution generally requires a reduction of at least 20% in the shareholder's
proportionate interest in the Fund after all Shares are tendered. A distribution
"not essentially equivalent to a dividend" requires that there be a "meaningful
reduction" in the shareholder's interest, which should be the case if the
shareholder has a minimal interest in the Fund, exercises no control over Fund
affairs and suffers a reduction in his or her proportionate interest. The Fund
intends to take the position that tendering shareholder's will qualify for sale
or exchange treatment. If the transaction is treated as a sale or exchange for
tax purposes, any gain or loss recognized will be treated as a capital gain or
loss by shareholders who hold their Shares as a capital asset and as a long-term
capital gain or loss if such Shares have been held for more than twelve months.
If the transaction is not treated as a sale or exchange, the amount received
upon a sale of Shares may consist in whole or in part of ordinary dividend
income, a return of capital or capital gain, depending on the Fund's earnings
and profits for its taxable year and the shareholder's basis in the Shares. In
addition, if any amounts received are treated as a dividend to tendering
shareholders, a constructive dividend may be received by non-tendering
shareholders whose proportionate interest in the Fund has been increased as a
result of the tender.
10. EARLY WITHDRAWAL CHARGES: The Fund does not charge a special handling or
processing fee for repurchases. However, if you tender for repurchase Class A,
Class B or Class C Shares that are subject to Early Withdrawal Charges as
described in the Fund's Prospectus, and if those Shares are repurchased by the
Fund, the applicable Early Withdrawal Charge will be deducted from the proceeds
of the repurchase of your shares. If you ask that a specific number of shares be
repurchased and those shares are repurchased, the applicable sales charge will
be deducted from the repurchase proceeds. If you ask the Fund to repurchase a
sufficient number of shares to provide you with proceeds of a specific dollar
amount, and if some or all of those shares are subject to Early Withdrawal
charges, then (assuming your request is not subject to pro-ration) the Fund will
repurchase a sufficient number of shares to pay the net proceeds you have
requested and enough additional shares to pay the applicable Early Withdrawal
Charge. If you claim entitlement to a waiver or reduction of Early Withdrawal
Charges based upon the terms of the Fund's current Prospectus or Statement of
Additional Information, you must identify the basis of that entitlement to the
Transfer Agent in written instructions submitted as part of you Repurchase
Request Form.
11. PROPER FORM OF REPURCHASE REQUEST DOCUMENTS: All questions as to the
validity, form, eligibility (including, for example, the time of receipt) and
acceptance of repurchase requests will be determined by the Fund and its
Transfer Agent, in their sole discretion, and that determination will be final
and binding. The Fund reserves the right to reject any and all tenders of
repurchase requests for Shares determined not to be in the proper form, or to
refuse to accept for payment, purchase, exchange or pay for any Shares if, in
the opinion of counsel to the Fund or the Transfer Agent, accepting, purchasing,
exchanging, or paying for such Shares would be unlawful. The Fund also reserves
the absolute right to waive any of the conditions of this Offer or any defect in
any tender of Shares, whether in general or with respect to any particular
Shares or shareholder(s). The Fund's interpretations of the terms and conditions
of this Repurchase Offer shall be final and binding. Unless waived, any defects
or irregularities in connection with repurchase requests must be cured within
the times as the Fund shall determine. Tenders of Shares will not be deemed to
have been made until all defects or irregularities have been cured or waived.
Neither the Fund, OppenheimerFunds Service, OppenheimerFunds, Inc. (the Fund's
investment advisor) or OppenheimerFunds Distributor, Inc. (the Fund's
Distributor) nor any other person is or will be obligated to give notice of any
defects or irregularities in repurchase requests tendered, nor shall any of them
incur any liability for failure to give any such notice.
Neither the Fund nor its Board of Trustees make any recommendation to any
shareholder whether to tender or refrain from tendering Shares. Each shareholder
must make an independent decision whether to tender Shares and, if so, how many
Shares to tender.
No person has been authorized to make any recommendation on behalf of the Fund
whether shareholders should tender pursuant to this Repurchase Offer. No person
has been authorized to give any information or to make any representations in
connection with this Repurchase Offer other than those contained in this
Repurchase Offer or in the Fund's Prospectus and Statement of Additional
Information. If given or made, any such recommendations and such information
must not be relied upon as having been authorized by the Fund, its investment
advisor, Distributor or Transfer Agent.
For the Fund's current net asset values per share and other information about
this Repurchase Offer, or for a copy of the Fund's Prospectus, call
OppenheimerFunds Services at 1-800-525-7048 or contact your financial advisor.
Dated: April 3, 2000 12345
