OPPENHEIMER CAPITAL APPRECIATION FUND
SUPPLEMENT DATED MAY 15, 1998 TO THE
PROSPECTUS DATED NOVEMBER 1, 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 by
"Retirement Plans" as defined in "Class A Contingent Deferred Sales Charge"
on page 30) 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 second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 25 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.
3. 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).
4. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" on page 31 is modified
to read as follows:
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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).
5. The paragraph entitled "Special Arrangements With Dealers" on page 31 is
hereby deleted.
6. 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 34 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)
7. The section captioned "Special Investor Services" is revised by adding the
following 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 PS0320.009
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OPPENHEIMER CAPITAL APPRECIATION FUND
SUPPLEMENT DATED MAY 15, 1998 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER 1, 1997
The Statement of Additional Information is changed as follows effective June 1,
1998:
1. The following is added to the third paragraph in the section titled "How to
Exchange Shares" on page 43:
However, shares of Oppenheimer Money Market Fund, Inc. purchased with the
redemption proceeds of shares of other mutual funds (other than funds
managed by the Manager or its subsidiaries) redeemed within the 30 days
prior to that purchase may subsequently be exchanged for shares of other
Oppenheimer funds without being subject to an initial or contingent
deferred sales charge, whichever is applicable. To qualify for that
privilege, the investor or the investor's dealer must notify the
Distributor of eligibility for this privilege at the time the shares of
Oppenheimer Money Market Fund, Inc. are purchased, and, if requested, must
supply proof of entitlement to this privilege.
2. The fifth paragraph in the section entitled "How To Exchange Shares" on page
43 is revised to read as follows:
No contingent deferred sales charge is imposed on exchanges of shares of
any class purchased subject to a contingent deferred sales charge.
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). The Class B contingent deferred sales charge is imposed on Class B
shares acquired by exchange if they are redeemed within six years of the
initial purchase of the exchanged Class B shares. The Class C contingent
deferred sales charge is imposed on Class C shares acquired by exchange if
they are redeemed within 12 months of the initial purchase of the
exchanged Class C shares.
May 15, 1998 PX0320.004
