As filed with the Securities and Exchange Commission on
August 8, 1997
Registration No.333-24879
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 1 / X /
OPPENHEIMER DISCIPLINED VALUE FUND
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
(Address of Principal Executive Offices)
212-323-0200
(Registrant's Telephone Number)
Andrew J. Donohue, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
(Name and Address of Agent for Service)
No filing fee is due because the Registrant has previously
registered an indefinite number of shares under Rule 24f-2; a
Rule 24f-2 notice for the year ended October 31, 1996 was filed
on December 26, 1996.
Pursuant to Rule 429, this Registration Statement relates to
shares previously registered by the Registrant on Form N-1A (Reg.
No. 2-75276; 811-3346).
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement for Oppenheimer Value Stock Fund
and
Prospectus for Oppenheimer Disciplined Value Fund
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
OPPENHEIMER DISCIPLINED VALUE FUND
Cross Reference Sheet
Part A of
Form N-14
Item No. Proxy Statement and Prospectus Heading and/or Title of
Document
- --------- -------------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization; Comparison
between Oppenheimer Disciplined Value Fund and
Oppenheimer Value Stock Fund; Miscellaneous
(b) Approval of the Reorganization - Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Oppenheimer
Disciplined Value Fund and Oppenheimer Value
Stock Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Oppenheimer Value Stock Fund; Annual
Report of Oppenheimer Disciplined Value Fund;
Comparison Between Oppenheimer Disciplined Value Fund
and Oppenheimer Value Stock Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional Information
(b) *
(c) *
13 (a) Statement of Additional Information about Value Stock
Fund
(b) *
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about Oppenheimer
Value Stock Fund; Annual Report of Oppenheimer Value
Stock Fund at 12/31/96; Registrant's Annual Report at
10/31/96
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
_______________
* Not Applicable or negative answer
INCORPORATION BY REFERENCE
The following documents are hereby incorporated by reference in
this Post-Effective Amendent No.1 to the Registration Statement on Form N-14 of
Oppenheimer Disciplined Fund:
Part A: Proxy Statement for Oppenheimer Value Stock Fund, and
Prospectus for Oppenheimer Disciplined Value Fund - Incorporated
herein by reference to Registration Statement on Form N-14 of
Oppenheimer Disciplined Value Fund dated 5/9/97.
Prospectus of Oppenheimer Disciplined Value Fund dated
December 16,1996, as supplemented May 1, 1997 - Incorporated herein
by reference to Registration Statment on Form N-14 of Oppeneheimer
Disciplined Value Fund dated 5/9/97.
Part B: Statement of Additional Information of Oppenheimer
Disciplined Value Fund dated December 16, 1996 - Incorporation
herein by reference to Registration Statement on Form N-14 of
Oppenheimer Disciplined Value Fund dated 5/9/97.
OPPENHEIMER SERIES FUND, INC.
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article IV of Registrant's Declaration of
Trust filed as Exhibit 24(b)(1) to Registrant's Registration
Statement and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of Registrant pursuant to the foregoing
provisions or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or paid
by a trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such trustee, officer or controlling person, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
Item 16. Exhibits
1. Amended and Restated Articles of Incorporation dated January
6, 1995: Filed with Registrant's Post-Effective Amendment No.
28, 3/1/96, and Incorporated herein by reference.
1.1 Articles Supplementary dated September, 1995: Filed with
Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
1.2 Articles Supplementary dated May, 1995: Filed with
Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
1.3 Articles Supplementary dated November 15, 1996: Filed with
Registrant's Post-Effective Amendment No. 31, 12/16/96, and
incorporated herein by reference.
2. By-Laws: Filed with Registrant's Post-Effective Amendment No.
28, 3/1/96, and incorporated herein by reference.
3. Not Applicable
4. Agreement and Plan of Reorganization: See Exhibit A to Part A
of the Registration Statement.
5. (a) Oppenheimer Disciplined Allocation Fund Specimen Class
A Share Certificate: Filed with Registrant's Post-Effective Amendment
No.31, 12/16/96, and incorporated
herein by reference.
(b) Oppenheimer Disciplined Allocation Fund Specimen Class B
Share Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(c) Oppenheimer Disciplined Allocation Fund Specimen Class
C Share Certificate: Filed with Registrant's Post-Effective Amendment
No.31, 12/16/96, and incorporated
herein by reference.
(d) Oppenheimer Disciplined Value Fund Specimen Class A Share
Certificate: Filed Filed with Registrant's Post-Effective Amendment
No.31, 12/16/96, and incorporated
herein by reference.
(e) Oppenheimer Disciplined Value Fund Specimen Class B Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(f) Oppenheimer Disciplined Value Fund Specimen Class C Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(g) Oppenheimer Disciplined Value Fund Specimen Class Y Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(h) Oppenheimer LifeSpan Balanced Fund Specimen Class A Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(i) Oppenheimer LifeSpan Balanced Fund Specimen Class B Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(j) Oppenheimer LifeSpan Balanced Fund Specimen Class C Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(k) Oppenheimer LifeSpan Growth Fund Specimen Class A Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(l) Oppenheimer LifeSpan Growth Fund Specimen Class B Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(m) Oppenheimer LifeSpan Growth Fund Specimen Class C Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(n) Oppenheimer LifeSpan Income Fund Specimen Class A Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(o) Oppenheimer LifeSpan Income Fund Specimen Class B Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
(p) Oppenheimer LifeSpan Income Fund Specimen Class C Share
Certificate: Filed with Registrant's Post-Effective
Amendment No.31, 12/16/96, and incorporated herein by
reference.
6. Investment Advisory Agreement between the Registrant, on
behalf of Connecticut Mutual Total Return Account and
OppenheimerFunds, Inc. and schedule of omitted substantially
similar documents: Filed with Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by
reference.
6.1 Investment Subadvisory Agreement between OppenheimerFunds,
Inc. and Pilgrim, Baxter & Associates, Ltd. (for CMIA LifeSpan
Balanced Account) and schedule of omitted substantially
similar documents: Filed with Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by
reference.
6.2 Investment Subadvisory Agreement between OppenheimerFunds,
Inc. and BEA Associates (for CMIA LifeSpan Balanced Account)
and schedule of omitted substantially similar documents:
Filed with Registrant's Post-Effective Amendment No. 29,
4/30/96, and incorporated herein by reference.
6.3 Investment Subadvisory Agreement between OppenheimerFunds,
Inc. and Babson-Stewart Ivory International (for CMIA LifeSpan
Balanced Account) and schedule of omitted substantially
similar documents: Filed with Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by
reference.
7. General Distributor's Agreement between Registrant on behalf
of Oppenheimer Disciplined Allocation Fund OppenheimerFunds
Distributor, Inc. and schedule of omitted substantially
similar documents: Filed with Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by
reference.
7.1 General Distributor's Agreement between Registrant on behalf
of Oppenheimer Disciplined Value Fund: Filed with
Registrant's Post-Effective Amendment No. 29, 4/30/96, and
incorporated herein by reference.
8. Not Applicable
9. Master Custodian Agreement between Registrant, on behalf of
each series of the Registrant (except the Municipal Accounts),
and State Street Bank and Trust Company: Filed with
Registrant's Post-Effective Amendment No. 28, 3/1/96, and
incorporated herein by reference.
9.1 Amendment (LifeSpan Funds) to Custodian Agreement between
Registrant and State Street Bank and Trust Company: Filed with
Registrant's Post-Effective Amendments No. 28, 3/1/96, and
incorporated herein by reference.
10. (i) Service Plan and Agreement between Oppenheimer Disciplined
Allocation Fund and OppenheimerFunds Distributor, Inc. for
Class A Shares and schedule of substantially similar omitted
documents: Filed with the Registrant's Post-Effective
Amendment No. 29, 4/30/96, and incorporated herein by
reference.
(ii) Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class B Shares of
Oppenheimer Disciplined Allocation Fund and schedule of
substantially similar omitted documents: Filed with the
Registrant's Post-Effective Amendment No. 29, 4/30/96, and
incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class C Shares of
Oppenheimer Disciplined Allocation Fund and schedule of
substantially similar omitted documents: Filed with the
Registrant's Post-Effective Amendment No. 29, 4/30/96, and
incorporated herein by reference.
(iv) Service Plan and Agreement between Oppenheimer
Disciplined Value Fund and OppenheimerFunds Distributor, Inc.
for Class A shares: Filed with Registrant's Post-Effective
Amendment No. 31, 12/16/96, and incorporated herein by
reference.
(v) Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class B shares of
Oppenheimer Disciplined Value Fund: Filed with Registrant's
Post-Effective Amendment No. 31, 12/16/96, and incorporated
herein by reference.
(vi) Distribution and Service Plan and Agreement with
OppenheimerFunds Distributor, Inc. for Class C shares of
Oppenheimer Disciplined Value Fund: Filed with Registrant's
Post-Effective Amendment No. 31, 12/16/96, and incorporated
herein by reference.
11. Opinion and Consent of Counsel dated 2/28/96: Filed as an
exhibit to 24f-2 notice.
12. Tax Opinion and Consent Relating to the Reorganization: Filed
herewith.
13. Not Applicable.
14. Consent of Independent Auditors: Previously filed with
Registrant's Registration Statement on Form N-14, 5/9/97, and
incorporated herein by reference.
15. Not Applicable.
16. Powers of Attorney: Filed with Registrant's Post-Effective
Amendment No. 31, 12/16/96, and incorporated herein by
reference.
17. (i) Declaration of Registrant's Predecessor under Rule 24f-2:
Previously filed with Registrant's Registration Statement on
Form N-14, 5/9/97, and incorporated herein by reference.
(ii) (a) Financial Data Schedules of Registrant: Previously
filed with Registrant's Registration Statement on Form N-14, 5/9/97,
and incorporated herein by reference.
(b) Financial Data Schedules of Value Stock Fund:
Previously filed with Registrant's Registration Statement
on Form N-14, 5/9/97, and incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 8th day of August, 1997.
OPPENHEIMER DISCIPLINED VALUE FUND
BY: /s/ Bridget A. Macaskill*
Bridget A. Macaskill, President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Signatures Title Date
_______________ ______ ____________
/s/ Leon Levy Chairman of the August 8, 1997
Leon Levy* Board of Trustees
/s/ George Bowen Chief Financial August 8, 1997
George Bowen* and Accounting
Officer and Treasurer
/s/ Bridget A. Macaskill Principal Executive August 8, 1997
Bridget A. Macaskill* Officer, President
and Trustee
/s/ Robert G. Galli Trustee August 8, 1997
Robert G. Galli*
/s/ Benjamin Lipstein Trustee August 8, 1997
Benjamin Lipstein*
/s/ Elizabeth B. Moynihan Trustee August 8, 1997
Elizabeth B. Moynihan*
/s/ Kenneth A. Randall Trustee August 8, 1997
Kenneth A. Randall*
/s/ Edward V. Regan Trustee August 8, 1997
Edward V. Regan*
/s/ Russell S. Reynolds Trustee August 8, 1997
Russell S. Reynolds, Jr.*
/s/ Donald W. Spiro Trustee August 8, 1997
Donald W. Spiro*
/s/ Pauline Trigere Trustee August 8, 1997
Pauline Trigere*
/s/ Clayton K. Yeutter Trustee August 8, 1997
Clayton K. Yeutter*
*By:
/s/ Robert G. Zack
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER DISCIPLINED VALUE FUND
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
16(12) Tax Opinion and Consent Relating to the
Reorganization
merge\375n14.def
Deloitte & Touche LLP
Suite 3600
Telephone. (303)292-5400
555 Seventeenth Street
Facsimile. (303) 312-4000
Denver, Colorado 80202-3942
July 25, 1997
Oppenheimer Disciplined Value Fund
10200 East Girard, Bldg. D
Denver, Colorado 80231
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between
Oppenheimer Value Stock Fund (Value) and Oppenheimer Disciplined
Value Fund (Disciplined) which is attached as Exhibit B of
Oppenheimer Disciplined Value Fund's Registration Statement under
the Securities Act of 1933 on Form N-14 filed with the Securities
and Exchange Commission on March 14, 1997 (the Agreement),
concerning the acquisition by Disciplined of substantially all of
the assets of Value solely for voting shares of beneficial
interest in Disciplined, followed by the distribution of such
shares in exchange for all of the outstanding shares of Value.
Section 368(a)(1)(C), IRC provides that, when determining whether
the exchange is solely for stock, the assumption by Disciplined of
a liability of Value shall be disregarded.
The management of Value has represented to us that there is no plan
or intention by any shareholder of Value who owns 5% or more of the
outstanding shares of Value and, to the best of their knowledge,
there is no plan or intention on the part of the remaining
shareholders of Value to redeem, sell, exchange or otherwise
dispose of a number of Disciplined shares received in the
transaction that would reduce the shareholders' ownership of
Disciplined shares to a number of shares having a value, as of the
Exchange Date, of less than 50 percent of the value of all of the
formerly outstanding shares of Value as of the same date.
Management of each fund has further represented to us that, as of
the date of the exchange, both Disciplined and Value will qualify
as regulated investment companies or will meet the diversification
test of Section 368(a)(2)(F)(ii), IRC.
In our opinion, the federal tax consequences of the transaction, if
carried out in the manner outlined in the Agreement and in
accordance with the above representations, will be as follows:
1.The transactions contemplated by the Agreement will qualify
as a tax-free "reorganization" within the meaning of
Section 368(a)(l) of the Internal Revenue Code of 1986,
as amended, and under the regulations promulgated
thereunder.
2.Disciplined and Value will each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2).
3. No gain or loss will be recognized by the shareholders of
Value upon the distribution of shares of beneficial interest
in Disciplined to the shareholders of Value pursuant to
Section 354.
4. Under Section 361(a) no gain or loss will be recognized
by Value by reason of the transfer of its assets solely in
exchange for shares of Disciplined.
5. Under Section 1032 no gain or loss will be recognized
by Disciplined by reason of the transfer of Value assets
solely in exchange for shares of Disciplined.
6. The stockholders of Value will have the same tax basis
and holding period for the shares of beneficial interest in
Disciplined that they receive as they had for the stock of
Value that they previously held, pursuant to Sections 358(a)
and 1223(1),respectively.
7. The securities transferred by Value to Disciplined will
have the same tax basis and holding period in the hands of
Disciplined as they had for Value, pursuant to Sections
362(b) and 1223(1), respectively.
Very truly yours,
/s/ Robert Meyer
Robert Meyer
<PAGE>
Deloitte & Touche LLP
Suite 3600
Telephone. (303)292-5400
555 Seventeenth Street
Facsimile. (303) 312-4000
Denver Colorado 80202-3942
July 25, 1997
Oppenheimer Value Stock Fund
10200 East Girard Bldg. D
Denver, Colorado 80231
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between
Oppenheimer Value Stock Fund (Value) and Oppenheimer Disciplined
Value Fund (Disciplined) which is attached as Exhibit B of
Oppenheimer Disciplined Value Fund's Registration Statement under
the Securities Act of 1933 on Form N-14 filed with the Securities
and Exchange Commission on March 14, 1997 (the Agreement),
concerning the acquisition by Disciplined of substantially all of
the assets of Value solely for voting shares of beneficial interest
in Disciplined, followed by the distribution of such shares in
exchange for all of the outstanding shares of Value.
Section 368(a)(1)(C), IRC provides that, when determining whether
the exchange is solely for stock, the assumption by Disciplined of
a liability of Value shall be disregarded.
The management of Value has represented to us that there is no plan
or intention by any shareholder of Value who owns 5% or more of the
outstanding shares of Value and to the best of their knowledge,
there is no plan or intention on the part of the remaining
shareholders of Value to redeem, sell, exchange or otherwise
dispose of a number of Disciplined shares received in the
transaction that would reduce the shareholders' ownership of
Disciplined shares to a number of shares having a value, as of the
Exchange Date, of less than 50 percent of the value of all of the
formerly outstanding shares of Value as of the same date.
Management of each fund has further represented to us that, as of
the date of the exchange, both Disciplined and Value will qualify
as regulated investment companies or will meet the diversification
test of Section 368(a)(2)(F)(ii), IRC.
In our opinion, the federal tax consequences of the transaction, if
carried out in the manner outlined in the Agreement and in
accordance with the above representations, will be as follows:
1.The transactions contemplated by the Agreement will qualify
as a tax-free "reorganization" within the meaning of
Section 368(a)(l) of the Internal Revenue Code of 1986, as
amended, and under the regulations promulgated thereunder.
2.Disciplined and Value will each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2).
3.No gain or loss will be recognized by the shareholders of
Value upon the distribution of shares of beneficial
interest in Disciplined to the shareholders of Value
pursuant to Section 354.
4.Under Section 361(a) no gain or loss will be recognized by
Value by reason of the transfer of its assets solely in
exchange for shares of Disciplined.
5.Under Section 1032 no gain or loss will be recognized by
Disciplined by reason of the transfer of Value assets
solely in exchange for shares of Disciplined.
6.The stockholders of Value will have the same tax basis and
holding period for the shares of beneficial interest in
Disciplined that they receive as they had for the stock of
Value that they previously held, pursuant to Sections
358(a) and 1223(1), respectively.
7.The securities transferred by Value to Disciplined will
have the same tax basis and holding period in the hands of
Disciplined as they had for Value, pursuant to Sections
362(b) and 1223(1), respectively.
Very truly yours,
/s/ Robert Meyer
Robert Meyer
