OPPENHEIMER DISCIPLINED VALUE FUND
Supplement dated June 12, 2000 to the
Statement of Additional Information dated February 28, 2000
The Statement of Additional Information is revised as follows:
1. The biographical information for Peter Antos, Michael Strathearn and Kenneth
White is deleted and the following biographical information is added in the
subsection titled "Directors and Officers of the Fund" on page 32, directly
above the biographical information for Andrew J. Donohue:
Charles Albers, Vice President and Portfolio Manager, Age 59 Two World
Trade Center, New York, New York 10048-0203 Senior Vice President of the
Manager (since April 1998); a Certified Financial Analyst; formerly a Vice
President and portfolio manager for Guardian Investor Services, the
investment management subsidiary of The Guardian Life Insurance Company
(1972 -March 1998).
Nikolaos D. Monoyios, Vice President and Portfolio Manager, Age 50 Two
World Trade Center, New York, New York 10048-0203 Vice President of the
Manager (since April 1998); a Certified Financial Analyst; formerly a Vice
President and portfolio manager for Guardian Investor Services, the
investment management subsidiary of The Guardian Life Insurance Company
(1979 - March 1998).
June 12, 2000 PX0375.004
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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 PS0375.009
<PAGE>
Pursuant to the reorganization plan, (i) substantially all of the assets of
the Fund would be exchanged for Class A, Class B and Class C shares of Main
Street Growth and Income Fund, (ii) these Class A, Class B and Class C shares
of Main Street Growth and Income Fund would be distributed to the Class A,
Class B and Class C 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 11, 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 June 7, 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 PS0375.009
<PAGE>
OPPENHEIMER DISCIPLINED ALLOCATION 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 13 is replaced by the
following paragraphs:
Portfolio Managers. As of June 12, 2000, the portfolio managers of the
Fund are John Kowalik and Alan Gilston. Mr. Kowalik is a Senior Vice
President of the Manager and Mr. Gilston is a Vice President of the
Manager.
Prior to joining the Manager in July 1998, Mr. Kowalik was managing
director and senior portfolio manager for Prudential Investments Global
Advisors (1989 - June 1998). Before joining the Manager in September 1997,
Mr. Gilston was a vice president and portfolio manager at Schroder Capital
Management International, Inc. (1987 - August 1997).
2. The following paragraphs are added to the end of the section captioned "How
the Fund is Managed" on Page 13:
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 Total Return Fund ("Total Return 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 PS0205.010
<PAGE>
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 Total Return Fund, (ii) these Class A, Class B, Class C and Class
Y shares of Total Return 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 11, 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 June 22, 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 PS0205.010
