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JEFFERSON-PILOT CAPITAL APPRECIATION FUND, INC.
SUPPLEMENT DATED OCTOBER 8, 1996
TO PROSPECTUS DATED MAY 1, 1996
PLEASE READ THIS SUPPLEMENT CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
On September 24, 1996, Jefferson-Pilot Corporation ("JPC") and
OppenheimerFunds, Inc. signed an acquisition agreement pursuant to which
OppenheimerFunds, Inc. will, subject to certain conditions, purchase
substantially all of the assets of JP Investment Management Company,
investment adviser to Jefferson-Pilot Capital Appreciation Fund, Inc. (the
"Fund") and a wholly-owned subsidiary of JPC. In connection with this
acquisition, the Board of Directors of the Fund recently met to consider a
proposed Reorganization Agreement pursuant to which the Fund would be
acquired by and reorganized into the Oppenheimer Growth Fund ("Growth Fund"),
a Massachusetts Business Trust which is managed by OppenheimerFunds, Inc. The
Board determined that it is in the best interests of the Fund and the Fund's
shareholders that the Fund reorganize with Growth Fund and unanimously
approved the terms of the Reorganization Agreement and the reorganization
transactions to which it relates. The Fund's Board of Directors also
determined to recommend to the Fund's shareholders that they approve the
Reorganization Agreement.
The Reorganization Agreement will provide for the transfer of substantially
all the assets of the Fund to Growth Fund in exchange for the issuance of
Class A shares of Growth Fund; the distribution of such shares of Growth Fund
to the shareholders of the Fund in liquidation of the Fund; and the
cancellation of the outstanding shares of the Fund. As a result of the
proposed reorganization, each shareholder of the Fund would likely receive
that number of Class A shares of Growth Fund having an aggregate net asset
value equal to the net asset value of such shareholder's shares of the Fund.
No sales charge would be imposed on the Growth Fund Class A shares received
by the Fund's shareholders in the reorganization. The reorganization is
contemplated to be tax-free, and the Fund will request an opinion of tax
counsel to that effect.
Unless otherwise determined by the Fund's Board of Directors, a meeting of the
Fund's shareholders is expected to be held on December 3, 1996 to consider the
Reorganization Agreement and the reorganization transactions to which it
relates. The affirmative vote of a majority of the Fund's outstanding shares is
required to approve the Reorganization Agreement and the related transactions.
There can be no assurance that the Fund's shareholders will approve the
Reorganization Agreement. Details about the Reorganization Agreement and the
reorganization transactions to which it relates will be contained in a proxy
statement and other soliciting materials to be sent to Fund shareholders of
record on October 10, 1996. Persons who first acquire shares of the Fund after
this date will not be entitled to vote on the Reorganization Agreement.
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JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.
SUPPLEMENT DATED OCTOBER 8, 1996
TO PROSPECTUS DATED MAY 1, 1996
PLEASE READ THIS SUPPLEMENT CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
On September 24, 1996, Jefferson-Pilot Corporation ("JPC") and OppenheimerFunds,
Inc. signed an acquisition agreement pursuant to which OppenheimerFunds, Inc.
will, subject to certain conditions, purchase substantially all of the assets of
JP Investment Management Company, investment adviser to Jefferson-Pilot
Investment Grade Bond Fund, Inc. (the "Fund") and a wholly-owned subsidiary of
JPC. In connection with this acquisition, the Board of Directors of the Fund
recently met to consider a proposed Reorganization Agreement pursuant to which
the Fund would be acquired by and reorganized into the Oppenheimer Bond Fund
("Bond Fund"), a series of Oppenheimer Integrity Funds, which is managed by
OppenheimerFunds, Inc. The Board determined that it is in the best interests of
the Fund and the Fund's shareholders that the Fund reorganize with Bond Fund and
unanimously approved the terms of the Reorganization Agreement and the
reorganization transactions to which it relates. The Fund's Board of Directors
also determined to recommend to the Fund's shareholders that they approve the
Reorganization Agreement.
The Reorganization Agreement will provide for the transfer of substantially all
the assets of the Fund to Bond Fund in exchange for the issuance of Class A
shares of Bond Fund; the distribution of such shares of Bond Fund to the
shareholders of the Fund in liquidation of the Fund; and the cancellation of the
outstanding shares of the Fund. As a result of the proposed reorganization,
each shareholder of the Fund would likely receive that number of shares of Class
A shares of Bond Fund having an aggregate net asset value equal to the net asset
value of such shareholder's shares of the Fund. No sales charge would be
imposed on the Bond Fund Class A shares received by the Fund's shareholders in
the reorganization. The reorganization is contemplated to be tax-free, and the
Fund will request an opinion of tax counsel to that effect.
Unless otherwise determined by the Fund's Board of Directors, a meeting of the
Fund's shareholders is expected to be held on December 3, 1996 to consider the
Reorganization Agreement and the reorganization transactions to which it
relates. The affirmative vote of a majority of the Fund's outstanding shares is
required to approve the Reorganization Agreement and the related transactions.
There can be no assurance that the Fund's shareholders will approve the
Reorganization Agreement. Details about the Reorganization Agreement and the
reorganization transactions to which it relates will be contained in a proxy
statement and other soliciting materials to be sent to Fund shareholders of
record on October 10, 1996. Persons who first acquire shares of the Fund after
this date will not be entitled to vote on the Reorganization Agreement.
