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: July 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
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(Name)
Assistant Secretary
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(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.
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Oppenheimer Senior Floating Rate Fund
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048
Repurchase Offer Notice
July 3, 2000
Dear Oppenheimer Senior Floating Rate Fund Shareholder:
This notice is to inform you about your Fund's 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 July 3, 2000, and end on July 31,
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 July 31, 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 if you call no later
than the close of The New York Stock Exchange (normally 4:00 PM EST) July 31,
2000. If you request payment by check, you can request repurchase of shares
valued at up to $100,000.00 by telephone, and the proceeds must be sent to your
address of record by check payable to all owners of record. There is no dollar
limit on repurchase requests by telephone if the proceeds are to be sent to your
bank account designated under AccountLink (see the Prospectus for details).
3. If your shares are held for you by your broker-dealer, or for your retirement
plan by your retirement plan trustee, your broker-dealer or retirement plan
trustee must submit the repurchase request for you. They may charge a
transaction fee for that service.
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) July 31, 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
(OppenheimerFunds logo)
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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 July 31, 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!
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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):
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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:
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(Signature) (Signature of Owner)
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(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) July 31, 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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July 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 considered
to be a single class for the purposes of allocating repurchases under this
Repurchase Offer.
2. Repurchase Request Deadline - How to Submit Requests. 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 July 31, 2000. Repurchase Requests
submitted to the Transfer Agent in writing must be sent to the addresses
specified in the Repurchase Request Form. Shareholders holding shares of the
Fund in their own name(s) may place a repurchase request with the Transfer Agent
by telephone at 1-800-525-7048.
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 August 14, 2000.
However, the Fund intends to determine those Net Asset Values on July 31, 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 June 26, 2000, the Net Asset Value per share of the
Fund's Class A Shares was $9.95, the Net Asset Value of the Fund's Class B
Shares was $9.96, and the Net Asset Value per share of the Fund's Class C shares
was $9.96. 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 Repurchased Shares. 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 July 31, 2000 (the Repurchase Request Deadline). You
must send a written notice to the Transfer Agent at one of its addresses
specified in this Repurchase Request Form or the Prospectus, 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 your 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: July 3, 2000
(OppenheimerFunds logo)
