OPPENHEIMER DISCIPLINED VALUE FUND
Supplement dated November 3, 2000 to the
Prospectus dated February 28, 2000
This supplement replaces the June 12, 2000 supplement. The Prospectus is changed
as follows:
1. All references to the phrase "portfolio managers" in the prospectus are
replaced by the phrase, "portfolio manager."
2. The section entitled "Portfolio Managers" on page 11 is replaced by the
following paragraph:
Portfolio Manager. Effective November 1, 2000, the Fund is managed by
Christopher Leavy. Mr. Leavy is a Senior Vice President of the Manager,
Vice President of the Fund and serves as an officer and portfolio
manager of other Oppenheimer funds.
Prior to joining the Manager in September 2000, Mr. Leavy was a portfolio
manager of Morgan Stanley Dean Witter Investment (from 1997), prior to
which he was a portfolio manager and equity analyst of Crestar Asset
Management (from 1995).
3. The following paragraphs are added to the end of the section captioned "How
the Fund is Managed" on Page 11:
The Board of Directors of the Fund determined that it was 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 between these funds 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.
An adjourned meeting of the shareholders of the Fund was held on November
2, 2000 to vote on the reorganization. At the shareholder meeting held on
that date, the proposal did not receive the requisite shareholder vote.
Accordingly, the Fund will not reorganize into Main Street Growth and
Income Fund at this time. There is no imminent plan to re-propose the
reorganization of the Fund.
November 3, 2000 PS0375.011
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DISCIPLINED VALUE FUND
Supplement dated November 3, 2000 to the Statement of
Additional Information dated February 28, 2000
This supplement replaces the June 12, 2000 supplement. 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:
Christopher Leavy, Vice President and Portfolio Manager, Age: 29 Two World
Trade Center, 34th Floor, New York, New York 10048-0203 Senior Vice
President (since September 2000) of the Manager. Prior to joining the
Manager in September 2000, he was a portfolio manager of Morgan Stanley
Dean Witter Investment (from 1997), prior to which he was a portfolio
manager and equity analyst of Crestar Asset Management (from 1995).
November 3, 2000 PX0375.005
