As filed with the Securities and Exchange Commission on April 23, 1996
Registration No. 333-00993
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 INTEGRITY FUNDS
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231-5099
(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)
March 18, 1996
(Approximate Date of Proposed Public Offering)<PAGE>
This filing became effective on
March 18, 1996, pursuant to Rule 488.
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 December 31, 1995 was filed on February 28, 1996.
Pursuant to Rule 429, this Registration Statement relates to shares
previously registered by the Registrant on Form N-1A (Reg. No. 2-76547;
811-3420).
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
The Front Cover and Contents Page previously filed with
Pre-Effective Amendment No.1 to Registrant's N-14, 3/15/96,
is incorporated herein by reference.
The Cross-Reference Sheet previously filed with
Registrant's N-14, 2/16/96, is incorporated herein by
reference.
Part A
The Proxy Statement and Prospectus for Oppenheimer Bond
Fund (Part A) previously filed with Registrant's N-14,
2/16/96, is incorporated herein by reference.
Part B
The Statement of Additional Information (Part B) previously
filed with Registrant's N-14, 2/16/96, is incorporated
herein by reference.
Part C
Other Information
Signatures
OPPENHEIMER INTEGRITY FUNDS
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 Declaration of Trust dated June 26, 1995:
Filed with Registrant's Post-Effective Amendment No. 25, 7/10/95, and
incorporated herein by reference.
(2) Registrant's By-Laws dated 6/25/91: Filed with Registrant's
Post-Effective Amendment No. 16, 5/1/92, and refiled pursuant to Item 102
of Regulation S-T with Registrant's Post-Effective Amendment No. 23,
4/28/95, and incorporated herein by reference.
(3) Not applicable.
(4) Agreement and Plan of Reorganization: See Annex A to Part A
of this Registration Statement, filed with the N-14 of Oppenheimer
Integrity Funds, 2/16/96, and incorporated herein by reference.
(5) (i) Specimen Class A Share Certificate for Oppenheimer Bond
Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95,
and incorporated herein by reference.
(ii) Specimen Class B Share Certificate for Oppenheimer Bond
Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95,
and incorporated herein by reference.
(iii) Specimen Class C Share Certificate for Oppenheimer Bond
Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95,
and incorporated herein by reference.
(6) Investment Advisory Agreement dated 7/10/95 for Oppenheimer
Bond Fund: Filed as Exhibit 5(i) of Registrant's Post-Effective Amendment
No. 25, 7/10/95, and incorporated herein by reference.
(7) (i) General Distributor's Agreement dated 10/13/92: Filed
with Registrant's Post-Effective Amendment No. 17, 2/26/93, and refiled
pursuant to Item 102 of Regulation S-T with Registrant's Post-Effective
Amendment No. 23, 4/28/95, and incorporated herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(v) Broker Agreement between Oppenheimer Funds Distributor,
Inc. and Newbridge Securities, Inc. dated 10/1/86: Filed with Post-
Effective Amendment No. 25 to the Registration Statement of Oppenheimer
Growth Fund (Reg. No. 2-45272), 11/1/86, and refiled with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer Growth Fund
(Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.
(8) Not applicable.
(9) Custody Agreement dated 11/12/92, between the Registrant and
The Bank of New York: Filed with Registrant's Post-Effective Amendment No.
17, 2/26/93, and refiled with Post-Effective Amendment No. 23, 4/28/95
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(10) (i) Service Plan and Agreement under Rule 12b-1 of the
Investment Company Act of 1940 for Class A shares of Oppenheimer
Investment Grade Bond Fund dated 6/22/93: Filed with Registrant's Post-
Effective Amendment No. 19, 3/1/94, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement under Rule
12b-1 of the Investment Company Act of 1940 for Class B shares of
Oppenheimer Investment Grade Bond Fund dated 7/10/95: Filed with
Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated
herein by reference.
(iii) Distribution and Service Plan and Agreement under Rule
12b-1 of the Investment Company Act of 1940 for Class C shares of
Oppenheimer Bond Fund dated 7/10/95: Filed with Registrant's Post-
Effective Amendment No. 25, 7/10/95, and incorporated herein by reference.
(11) Opinion and Consent of Counsel : Filed herewith.
(12) Tax Opinion Relating to the Reorganization: Previously filed
with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated
herein by reference.
(13) Not applicable.
(14) (i) Consent of Deloitte & Touche LLP: Previously filed
with the N-14 of Oppenheimer Integrity Funds, 2/16/96,
and incorporated herein by reference.
(ii) Consent of Arthur Andersen LLP: Previously filed with
the N-14 of Oppenheimer Integrity Funds, 2/16/96, and
incorporated herein by reference.
(15) Not applicable.
(16) Powers of Attorney and Certified Board Resolution: Previously
filed with (Bridget A. Macaskill) the N-14 of Oppenheimer Integrity Funds,
2/16/96, and (all other Trustees) with Registrant's Post-Effective
Amendment No. 19, 3/1/94, and incorporated herein by reference.
(17) Declaration of Registrant under Rule 24f-2: Previously filed
with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and
incorporated herein by reference.
Item 17. Undertakings
(1) Not applicable.
(2) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of Colorado on
the 23rd day of April, 1996.
OPPENHEIMER INTEGRITY FUNDS
By: /s/ James C. Swain*
----------------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
Signatures Title Date
/s/ James C. Swain* Chairman of the
- ------------------ Board of Trustees April 23, 1996
James C. Swain
/s/ Jon S. Fossel* Trustee April 23, 1996
- --------------------
Jon S. Fossel
/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting April 23, 1996
George C. Bowen Officer
/s/ Robert G. Avis* Trustee April 23, 1996
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee April 23, 1996
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee April 23, 1996
- -----------------------
Charles Conrad, Jr.
/s/ Raymond J. Kalinowski* Trustee April 23, 1996
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee April 23, 1996
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee April 23, 1996
- ----------------------
Robert M. Kirchner
/s/ Bridget A. Macaskill* President, Principal
- ----------------------- Executive Officer
Bridget A. Macaskill and Trustee April 23, 1996
/s/ Ned M. Steel* Trustee April 23, 1996
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER INTEGRITY FUNDS
EXHIBIT INDEX
Exhibit Description
- ------- -----------
16(11) Opinion and Consent of Counsel
Exhibit 16(11)
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
The Colorado State Bank Building
Rendle Myer 1600 Broadway - Suite 1850 of counsel
Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson
Robert K. Swanson Telephone (303) 866-9800 ----
Thomas J. Wolf* Facsimile (303) 866-9818 Fred E. Neef
*Board Certified Civil (1910-1986)
Civil Trial Advocate by the
National Board of Trial
Advocacy
----
March 18, 1996
Oppenheimer Integrity Funds
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the proposed public offering of shares of Oppenheimer
Bond Fund (the "Fund"), a series of Oppenheimer Integrity Funds (the
"Trust"), to the shareholders of the Connecticut Mutual Income Account
series of Oppenheimer Series Fund, Inc. on Form N-14, we have examined
such records and documents as we deem necessary for the purpose of this
opinion.
The Trust is a duly organized and validly existing as a Massachusetts
business trust. As of the date of this letter, it is our opinion that the
shares of the Fund covered by the Registration Statement for an indefinite
number of shares of the Fund on Form N-14 filed on or about February 15,
1996, when issued and paid for in accordance with the terms of the
offering, as set forth in the Proxy Statement and Prospectus forming a
part of the Registration Statement, will be, when such Registration
Statement shall have become effective, legally issued and, except as set
forth in the next paragraph, fully paid and non-assessable.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the Trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
We hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement and to the reference to Counsel in such Proxy
Statement and Prospectus. We also consent to the filing of this opinion
with the authorities administering the securities laws of any jurisdiction
in connection with the registration or qualification under such laws of
Oppenheimer Bond Fund and its shares.
Sincerely,
MYER, SWANSON, ADAMS & WOLF, P.C.
By: /s/ Allan B. Adams
----------------------------------
Allan B. Adams
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