OPPENHEIMER HIGH YIELD FUND INC
497, 1998-05-19
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                  OPPENHEIMER HIGH YIELD FUND
             Supplement dated May 15, 1998 to the
               Prospectus dated October 15, 1997

The Prospectus is changed as follows effective June 1, 1998:

1.  Footnote  number 1 under the table  entitled  "Shareholder
Transaction Expenses" on
page 3 is modified to read as follows:

    (1) If you  invest  $1  million  or more  ($500,000  or more  for  purchases
    "Retirement Plans" as defined in "Class A Contingent  Deferred Sales Charge"
    on page 31) in Class A shares,  you may have to pay a sales  charge of up to
    1% if you sell your  shares  within 18  calendar  months from the end of the
    calendar  month during which you  purchased  those  shares.  See "How to Buy
    Shares -- Buying Class A Shares," below.

2. The first sentence of the paragraph  entitled "Hedging Futures" on page 16 is
modified to read as follows:

    The Fund may buy and sell futures contracts that relate to (1) broadly-based
    securities  indices  (these are referred to as Stock Index  Futures and Bond
    Index  Futures),  (2) interest rates (these are referred to as Interest Rate
    Futures),  (3) foreign currencies and (4) commodities (these are referred to
    as commodity futures).

3. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 26 is modified to read as
follows:

    If you  purchase  Class A  shares  as part of an  investment  of at least $1
    million ($500,000 for Retirement Plans) in shares of one or more Oppenheimer
    funds,  you will not pay an  initial  sales  charge,  but if you sell any of
    those  shares  within 18 months of  buying  them,  you may pay a  contingent
    deferred sales charge, described below.




<PAGE>



4. The fourth  sub-paragraph  of the first  paragraph  in the  section  entitled
"Buying Class A Shares - Class A Contingent Deferred Sales Charge" on page 31 is
modified to read as
follows:

        o Purchases by a retirement  plan  qualified  under  sections  401(a) or
    401(k) of the Internal  Revenue Code if the  retirement  plan has total plan
    assets of $500,000 or more.

5. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 31 are
modified to read as follows:

    If you redeem any Class A shares  subject to the  contingent  deferred sales
    charge  described above within 18 months of the end of the calendar month of
    their  purchase,  a contingent  deferred  sales charge  (called the "Class A
    contingent  deferred  sales  charge")  may be deducted  from the  redemption
    proceeds. (A different holding period may apply to shares purchased prior to
    June 1, 1998).

6. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares-Class A Contingent Deferred Sales Charge" on page 32
is modified to read as follows:

However, if the shares acquired by exchange are redeemed within 18 months of the
end of the  calendar  month  of  the  purchase  of  the  exchanged  shares,  the
contingent  deferred  sales charge will apply.  (A different  holding period may
apply to shares purchased prior to June 1, 1998).

7. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 32 is
hereby deleted.




<PAGE>


8. The  following  sub-paragraphs  of the section  entitled  "Waivers of Class A
Sales Charges-Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 35 are deleted:

        o if,  at the time of  purchase  of shares  (prior  to May 1,  1997) the
    dealer  agreed  in  writing  to accept  the  dealer's  portion  of the sales
    commission in  installments  of 1/18th of the  commission  per month (and no
    further  commission  will be payable if the  shares are  redeemed  within 18
    months of purchase)

        o if, at the time of  purchase  of shares (on or after
May 1, 1997) the dealer agrees
    in  writing to accept  the  dealer's  portion of the sales
commission in installments of
    1/12th  of  the  commission  per  month  (and  no  further
commission will be payable if the
    shares are redeemed within 12 months of purchase)

9. The following section is added after the sub-section captioned "Shareholder
Transactions by Fax" on page 41:

     OppenheimerFunds  Internet Web Site.  Information about the Fund, including
your account balance, daily share prices, market and Fund portfolio information,
may be obtained by  visiting  the  OppenheimerFunds  Internet  Web Site,  at the
following  Internet  address:   http://www.oppenheimerfunds.com.   Additionally,
certain account  transactions may be requested by any shareholder  listed in the
registration  on an account as well as by the dealer  representative  of record,
through a special  section of that Web Site.  To access that  section of the Web
Site, you must first obtain a personal  identification number ("PIN") by calling
OppenheimerFunds  PhoneLink  at  1-800-533-3310.  If  you do not  wish  to  have
Internet  account  transactions  capability  for your  account,  please call our
customer service representatives at 1-800-525-7048. To find out more information
about Internet transactions and procedures, please visit the Web Site.


May 15, 1998                                        PS0280.016

<PAGE>

                    OPPENHEIMER HIGH YIELD FUND
               Supplement dated May 15, 1998 to the
    Statement of Additional Information dated October 15, 1997

The Statement of Additional  Information is changed as follows effective June 1,
1998:

      1. The second sentence of the first paragraph under the section  captioned
"Purchasing Calls and Puts" on page 15 is deleted.

      2. The third sentence of the fourth paragraph in the section entitled "How
To Exchange Shares" on page 49 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).


May 15, 1998                                        PX0280.004



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