OPPENHEIMER CAPITAL APPRECIATION FUND
Supplement dated May 1, 1997 to the
Prospectus dated December 18, 1996
The Prospectus is changed as follows:
1. This Prospectus Supplement replaces the Fund's Prospectus Supplement
dated January 1, 1997.
2. The first footnote under the "Shareholder Transaction Expenses" table on
page 3 is replaced with the following:
(1) If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans", as defined in "Class A Contingent Deferred Sales
Charge" on page 28) in Class A shares, you may have to pay a sales charge
of up to 1% if you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares.
See "How to Buy Shares - Buying Class A Shares", below.
3. The second sentence in "Class A Shares" under "Classes of Shares" on
page 24 is replaced by the following:
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 12 months of buying them (18 months if
the shares were purchased prior to May 1, 1997), you may pay a contingent
deferred sales charge.
4. The following sentence is added to the end of "Which Class of Shares
Should You Choose? - How Does It Affect Payments To My Broker?" on page 26:
The Distributor may pay additional periodic compensation from its own
resources to securities dealers or financial institutions based upon the
value of shares of the Fund owned by the dealer or financial institution
for its own account or for its customers.
5. The following fourth sub-paragraph is added to "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 29:
(continued)
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o Purchases by a retirement plan qualified under section 401(a) if
the retirement plan has total plan assets of $500,000 or more.
6. The first sentence in the second paragraph of "Buying Class A Shares - Class
A Contingent Deferred Sales Charge" on page 29 is replaced by the following:
The Distributor pays dealers of record commission on those purchases in
an amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii)
for Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50%
of the next $2.5 million, plus 0.25% of purchases over $5 million,
calculated on a calendar year basis.
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 29, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, 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 Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that
are redeemed within 12 months of the end of the calendar month of their
purchase.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 30 is replaced by the
following:
The Distributor will add the value, at current offering price, of the
shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies.
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 32 is replaced by the following:
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
(continued)
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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);
10. The following sub-paragraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 33:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 36:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 36:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
13. The introductory phrase in the fifth sub-paragraph of "Waivers for
Redemptions of Shares in Certain Cases" in "Waivers of Class B and Class C Sales
Charges" on page 37 is replaced with the following and a new sub-section (6) is
added as follows:
o distributions from OppenheimerFunds prototype 401(k) plans and from
certain Massachusetts Mutual Life Insurance Company prototype 401(k) plans . . .
(6) for loans to participants or beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers for
Redemptions of Shares
(continued)
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in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 37:
o Distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this
waiver.
15. The section captioned "Special Investor Services" is revised by adding the
following after the sub-section captioned "PhoneLink" on page 38:
Shareholder Transactions by Fax. Beginning May 30, 1997, requests for
certain account transactions may be sent to the Transfer Agent by fax
(telecopier). Please call 1-800-525-7048 for information about which
transactions are included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and telephone
requests described in this Prospectus.
May 1, 1997 PS0320.008
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