OPPENHEIMER DISCIPLINED VALUE FUND
Supplement dated June 12, 2000 to the
Prospectus dated February 28, 2000
The Prospectus is changed as follows:
1. The section entitled "Portfolio Managers" on page 11 is replaced by the
following paragraph:
Portfolio Managers. As of June 12, 2000, the portfolio managers of the
Fund are Charles Albers and Nikolaos Monoyios. Mr. Albers is a Senior
Vice President of the Manager and Mr. Monoyios is a Vice President of
the Manager. Prior to joining the Manager in April 1998, Messrs. Albers
and Monoyios were portfolio managers at Guardian Investor Services
(from 1972 and 1979, respectively), the investment management
subsidiary of The Guardian Life Insurance Company.
2. The following paragraphs are added to the end of the section captioned "How
the Fund is Managed" on Page 11:
At a recent meeting, the Board of Directors of the Fund determined that it is
in the best interest of the Fund's shareholders that the Fund reorganize with
and into Oppenheimer Main Street Growth and Income Fund ("Main Street Growth
and Income Fund"). The Board unanimously approved an agreement and plan of
reorganization to be entered into between these funds (the "reorganization
plan") and the transactions contemplated thereby (the "reorganization"). The
Board further determined that the reorganization should be submitted to the
Fund's shareholders for approval, and recommended that shareholders approve
the reorganization.
June 12, 2000 PS0375.010
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Pursuant to the reorganization plan, (i) substantially all of the assets of
the Fund would be exchanged for Class A, Class B, Class C and Class Y shares
of Main Street Growth and Income Fund, (ii) these Class A, Class B, Class C
and Class Y shares of Main Street Growth and Income Fund would be distributed
to the Class A, Class B, Class C and Class Y shareholders of the Fund,
respectively, (iii) the Fund would be liquidated, and (iv) the outstanding
shares of the Fund would be canceled. It is expected that the reorganization
will be tax-free, pursuant to Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended, and the Fund will request an opinion of tax counsel to
that effect.
A meeting of the shareholders of the Fund is expected to be held on or about
August 22, 2000 to vote on the reorganization. Approval of the reorganization
requires the affirmative vote of two-thirds of the outstanding shares of the
Fund. Details about the proposed reorganization will be contained in a proxy
statement and other soliciting materials which will be mailed in early July,
2000 to Fund shareholders of record on the record date of July 5, 2000.
Persons who became shareholders of the Fund after the record date for the
shareholder meeting will not be entitled to vote on the reorganization.
June 12, 2000 PS0375.010
