As filed with the Securities and Exchange Commission
on July 3, 1997
Registration No. 33-23321
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 GLOBAL FUND
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
(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)
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 September 30, 1996 was filed
on November 27, 1996.
Pursuant to Rule 429, this Registration Statement relates to
shares previously registered by the Registrant on Form N-1A (Reg.
No. 2-31661; 811-1810).
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement for Oppenheimer Global Emerging Growth Fund
and Prospectus for Oppenheimer Global Fund
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
OPPENHEIMER GLOBAL FUND
Cross Reference Sheet
Part A of
Form N-14
Item No. Proxy Statement and Prospectus Heading
and/or Title of Document
- --------- --------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization;
Comparison between Oppenheimer Global Fund and
Oppenheimer Global Emerging Growth Fund;
Miscellaneous
(b) Approval of the Reorganization - Capitalization
Table
5 (a) Registrant's Prospectus; Comparison Between
Oppenheimer Global Fund and Oppenheimer Global
Emerging Growth Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Oppenheimer Global Emerging Growth
Fund; Annual Report of Oppenheimer Global Emerging
Growth Fund; Comparison Between Oppenheimer Global
Fund and Oppenheimer Global Emerging Growth Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional Information
(b) *
(c) *
13 (a) Statement of Additional Information about Global
Emerging Growth Fund
(b) *
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about Oppenheimer
Global Emerging Growth Fund; Annual Report of
Oppenheimer Global Emerging Growth Fund at 9/30/96;
Registrant's Annual Report at 9/30/96
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
_______________
* Not Applicable or negative answer
<PAGE>
INCORPORATION BY REFERENCE
The following documents are hereby incorporated by reference in
this Post-Effective Amendment No. 1 to the Registration Statement
on Form N-14 of Oppenheimer Global Fund:
Part A: Proxy Statement for Oppenheimer Global Emerging Growth
Fund, and Prospectus for Oppenheimer Global Fund - Incorporated
herein by reference to Registration Statement on Form N-14 of
Oppenheimer Global Fund dated 4/14/97.
- Prospectus of Oppenheimer Global Fund dated January 7,
1997, as supplemented January 7, 1997 - Incorporated herein by
reference to Registration Statement on Form N-14 of Oppenheimer
Global Fund dated 4/14/97.
Part B: Statement of Additional Information of Oppenheimer Global
Fund dated January 7, 1997 - Incorporated herein by reference to
Registration Statement on Form N-14 of Oppenheimer Global Fund
dated 4/14/97.
OPPENHEIMER GLOBAL FUND
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 as of August
1, 1995: Previously filed with Registrant's Post-Effective
Amendment No. 65, 7/27/95, and incorporated herein by reference.
(2) By-Laws (amended as of 8/6/87): Previously filed with
Registrant's Post-Effective Amendment No. 63, 12/1/94 and
incorporated herein by reference.
(3) Not applicable.
(4) Agreement and Plan of Reorganization: See Exhibit A to Part A
of this Registration Statement
(5) (i)Specimen Share Certificate for Registrant's Class A Shares:
Previously filed with Registrant's Post-Effective Amendment
No. 68, 1/7/97, and incorporated herein by reference.
(ii) Specimen Share Certificate for Registrant's Class B
Shares: Previously filed with Registrant's Post-Effective Amendment
No. 68, 1/7/97, and incorporated herein by reference.
(iii) Specimen Share Certificate for Registrant's Class C
Shares: Previously filed with Registrant's Post-Effective Amendment
No. 68, 1/7/97, and incorporated herein by reference.
(6) Investment Advisory Agreement dated as of 6/27/94: Previously
filed with Registrant's Post-Effective Amendment No. 63, 12/1/94,
and incorporated herein by reference.
(7) (i) General Distributor's Agreement dated December 10,
1992: Previously filed with Post-Effective Amendment No. 59 to
Registrant's Registration Statement, 1/29/93, refiled with
Registrant's Post-Effective Amendment No. 63, 12/1/94, pursuant to
Item 102 of Regulation S-T, 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 Fund Management,
Inc. and Newbridge Securities dated 10/1/86: Filed with Post-
Effective Amendment No. 25 to Oppenheimer Growth Fund's
Registration Statement (Reg. No. 2-45272), 11/1/86, refiled with
Post-Effective Amendment No. 45 to Oppenheimer Growth Fund's
Registration Statement (Reg. No. 2-45272), 8/22/94, pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.
(8) Not Applicable.
(9) Amended and Restated Custody Agreement dated 11/12/92 between
Registrant and The Bank of New York: Filed with Registrant's Post-
Effective Amendment No. 59, 1/29/93, refiled with Registrant's
Post-Effective Amendment No. 63, 12/1/94, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(10) (i) Class A Service Plan and Agreement dated June 10, 1993,
pursuant to Rule 12b-1 under the Investment Company Act:
Previously filed with Post-Effective Amendment No. 60 to
Registrant's Registration Statement, 11/24/93, and incorporated
herein by reference.
(ii) Class B Distribution and Service Plan and Agreement
dated February 10, 1994: Previously filed with Post-Effective
Amendment No. 63 to Registrant's Registration Statement, 12/1/94,
pursuant to Rule 12b-1 under the Investment Company Act, and
incorporated herein by reference.
(iii) Class C Distribution and Service Plan: Previously filed
with Registrant's Post-Effective Amendment No. 66, 9/29/95,
pursuant to Rule 12b-1 under the Investment Company Act, and
incorporated herein by reference.
(11) Opinion and Consent of Counsel dated 3/2/87: Previously filed
with Post-Effective Amendment No. 52 to Registrant's Registration
Statement, 1/27/89, refiled with Post-Effective Amendment No. 63 of
Registrant's Registration Statement, 12/1/94, pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.
(12) Tax Opinion and Consent Relating to the Reorganization: Filed
herewith.
(13) Not applicable.
(14) Consent of KPMG Peat Marwick LLP: Previously filed with
Registrant's Registration Statement on Form N-14, 4/14/97, and
incorporated herein by reference.
(15) Not applicable.
(16) Powers of Attorney signed by Registrant's Trustees and
Certified Board Resolutions: Previously filed with Post-Effective
Amendment No. 60 to Registrant's Registration Statement, 11/24/93,
and incorporated herein by reference.
Power of Attorney for Bridget A. Macaskill, Trustee: Filed
with Registrant's Post-Effective Amendment No. 67, 1/24/96, and
incorporated herein by reference.
(17)(i) Declaration of Registrant's Predecessor under Rule 24f-2:
Previously filed with Registrant's Registration Statement on Form
N-14, 4/14/97, and incorporated herein by reference.
(ii) (a) Financial Data Schedules of Registrant: Previously
filed with Registrant's Registration Statement on Form N-14,
4/14/97, and incorporated herein by reference.
(b) Financial Data Schedules of Global Emerging Growth
Fund: Previously filed with Registrant's Registration Statement on
Form N-14, 4/14/97, and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant certifies that
it meets all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York on the 30th day of
June, 1997.
OPPENHEIMER GLOBAL FUND
BY: /s/ Bridget A. Macaskill*
-------------------------
Bridget A. Macaskill, President
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
_______________ ______ ____________
<S> <C> <C>
/s/ Leon Levy Chairman of the June 30, 1997
Leon Levy* Board of Trustees
/s/ George Bowen Chief Financial June 30, 1997
George Bowen* and Accounting
Officer and Treasurer
/s/ Bridget A. Macaskill Principal Executive June 30, 1997
Bridget A. Macaskill* Officer, President
and Trustee
/s/ Robert G. Galli Trustee June 30, 1997
Robert G. Galli*
/s/ Benjamin Lipstein Trustee June 30, 1997
Benjamin Lipstein*
/s/ Elizabeth B. Lipstein Trustee June 30, 1997
Elizabeth B. Moynihan*
/s/ Kenneth A. Randall Trustee June 30, 1997
Kenneth A. Randall*
/s/ Edward V. Regan Trustee June 30, 1997
Edward V. Regan*
/s/ Russell S. Reynolds Trustee June 30, 1997
Russell S. Reynolds, Jr.*
/s/ Donald W. Spiro Trustee June 30, 1997
Donald W. Spiro*
/s/ Pauline Trigere Trustee June 30, 1997
Pauline Trigere*
/s/ Clayton K. Yeutter Trustee June 30, 1997
Clayton K. Yeutter*
*By:
/s/ Robert G. Zack
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
OPPENHEIMER GLOBAL FUND
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
16(12) Tax Opinion and Consent Relating to the
Reorganization
merge\330n14.2
KPMG Peat Marwick LLP
707 Seventeenth Street Telephone 303 296 2323
Suite 2300 Telefax 303 295 8829
Denver, CO 80202
June 20, 1997
Oppenheimer Global Emerging Growth Fund
Two World Trade Center, 34th Floor
New York, New York 10048-0203
Oppenheimer Global Fund
Two World Trade Center, 34th Floor
New York, New York 10048-0203
Ladies & Gentlemen:
You have requested our opinion as to certain U.S. federal income
tax consequences in connection with the Agreement and Plan of
Reorganization (the "Plan") by and between Oppenheimer Global
Fund ("Global Fund") and Oppenheimer Global Emerging Growth Fund
( Emerging Growth ) pursuant to which i) Emerging Growth will
transfer substantially all of its assets to Global Fund solely in
exchange for class A, class B, and class C voting shares of
Global Fund; ii) Global Fund will assume certain liabilities of
Emerging Growth; iii) Emerging Growth will distribute to its
shareholders the class A, class B and class C voting shares
received from Global Fund; and iv) Emerging Growth will be
liquidated.
In connection with the rendering of this opinion we have reviewed
i) the Registration Statement filed by Oppenheimer Global Fund;
ii) the Proxy Statement for Emerging Growth; iii) the Prospectus
for Global Fund; iv) the Plan; and v) the summary of investments
held by Global Fund and Emerging Growth at May 28, 1997. In
addition, we have reviewed and relied upon the representations
made by Emerging Growth and Global Fund in their respective
Representation Letters dated June 20, 1997 (collectively, the
"Representations").
FACTS
Global Fund is a diversified, open-end, management investment
company reorganized on January 16, 1986 as a Massachusetts
Business Trust. At the date of the transaction Global Fund has
authorized and issued three classes of voting shares, class A,
class B and class C, which are continuously offered for sale to
the public. Similarly, Emerging Growth is a diversified, open-
end, management investment company organized on November 27, 1987
as a Massachusetts Business Trust. At the date of the
transaction Emerging Growth has authorized and issued three
classes of voting shares, class A, class B and class C which are
continuously offered for sale to the public. Both Global Fund
and Emerging Growth are Regulated Investment Companies ("RIC")
within the meaning of Section 851 of the Internal Revenue Code of
1986, as amended (the "Code"), for the current year and all prior
years. It is intended that Global Fund, as the survivor, will
continue to qualify as a RIC for all subsequent years.
The Board of Trustees of Emerging Growth, after careful review of
Emerging Growth s investment objectives, historical performance
and other factors, determined that it was desirable for Emerging
Growth ( Target ), to be acquired by Global Fund ( Acquiring ) in
order to enhance the long-term growth opportunities of Emerging
Growth and realize certain economies of scale.
As set forth in the Plan, Target will transfer substantially all
its assets to Acquiring in exchange for class A, class B and
class C voting shares of Acquiring and the assumption by
Acquiring of certain liabilities of Target incurred in the
ordinary course of Target's business. The class A, class B and
class C voting shares of Acquiring received by Target will be
immediately distributed, on a pro-rata basis, to the shareholders
of Target in complete liquidation of Target. It is anticipated
that The Plan will be approved by a vote of the shareholders of
Target on June 17, 1997.
REPRESENTATIONS
The following representations have been made in connection with
the transaction:
1. Each shareholder of Target who exchanges class A, class B or
class C voting shares pursuant to the Reorganization will
receive solely class A, class B or class C voting shares of
Acquiring in exchange therefor;
2. Target will transfer substantially all of its assets to
Acquiring on the closing date for the Reorganization in
exchange for class A, class B, or class C voting shares of
Acquiring; dispositions of assets by Target during the year
preceding such closing date were made in the ordinary course
of Target s business;
3. The class A, class B and class C voting shares of Acquiring
will be distributed to the shareholders of Target as of the
close of business on the business day immediately preceding
the closing of the Reorganization; Target will be liquidated
pursuant to the Reorganization in an expedient orderly
fashion;
4. It is the Acquiring s intent, under normal market conditions
to invest a substantial portion of its assets in equity
securities;
5. Other than as may result from redemptions of Target class A,
class B and class C voting shares in the ordinary course of
its business, there has not been a significant change in
ownership of Target prior to the Reorganization;
6. For a period of at least one year following the
Reorganization, Acquiring will maintain and not sell, except
for dispositions made in the ordinary course of business, at
least 33% of Target s investments as of the date of the
Reorganization;
7. The fair market value of the class A, class B and class C
voting shares of Acquiring received by each shareholder of
Target will be approximately equal to the fair market value
of the class A, class B and class C voting shares of Target
exchanged therefor;
8. There is no plan or intention by the shareholders of Target
who own 5% or more of the class A, class B and class C
voting shares of Target, and to the best of the knowledge of
the management of Target, there is no plan or intention on
the part of the remaining shareholders of Target, to sell,
exchange, or otherwise dispose of a number of class A, class
B or class C voting shares of Acquiring stock received in
the Reorganization that would reduce the Target
shareholders ownership of Acquiring class A, class B and
class C voting shares to a number of shares having a value,
as of the date of the Reorganization, of less than 50% of
the value of all of the formerly outstanding voting shares
of Target as of the same date;
9. Acquiring will acquire at least 90% of the fair market value
of the net assets and at least 70% of the fair market value
of the gross assets held by Target immediately prior to the
Reorganization. For purposes of this representation,
amounts used by Target to pay its Reorganization expenses,
amounts, if any, paid by Target to shareholders and all
redemptions and distributions (except for distributions and
redemptions occurring in the ordinary course of Target s
business as an open-end investment company) made by Target
immediately preceding the transfer will be included as
assets of Target held immediately prior to the
Reorganization.
10. Acquiring has no plan or intention to reacquire any of its
class A, class B or class C voting shares to be issued
pursuant to the Reorganization, except that Acquiring, as an
open-end investment company, will redeem any of its class A,
class B or class C voting shares presented to it for the
redemption in the ordinary course of business;
11. Acquiring will assume only Target s liability for the
purchase price of portfolio securities purchased which have
not been settled and for shareholder redemption and dividend
checks outstanding; such liabilities were or will have been
incurred by Target in the ordinary course of its business.
Except for the immediately preceding sentence, Acquiring
will not assume any of Target s liabilities, nor will any of
Target s assets transferred to Acquiring be subject to any
liabilities;
12. Target and Acquiring will each pay their own expenses
incurred in connection with the Reorganization. Acquiring
will not pay cash in lieu of fractional shares, if any;
13. There is no intercorporate indebtedness existing between
Acquiring and Target that was issued, acquired, or will be
settled at a discount;
14. Target and Acquiring are regulated investment companies
within the meaning of Section 851 of the Code. For each
fiscal year of their operations they have met the
requirements of Subchapter M of the Code for qualification
and treatment as regulated investment companies, intend to
meet such requirements with respect to current taxable
years, and will meet the diversification test set forth
under Section 368(a)(2)(F)(i) and (iii) of the Code
immediately prior to the Reorganization.
15. Acquiring does not own, directly or indirectly, nor has it
owned within the past five years, directly or indirectly,
any stock of Target; and
16. Target is not under the jurisdiction of a court in a Title
11 or similar case within the meaning of Section
368(a)(3)(A) of the Code.
CONCLUSIONS
Based upon the facts as set forth above and the representations
as set forth above, it is our opinion that:
1. Acquiring s acquisition of substantially all of the assets
of Target, as described above, will qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(C) of
the Code.
2. Acquiring and Target will each be a party to the
reorganization within the meaning of Section 368(b) of the
Code;
3. Target shareholders will recognize no gain or loss on their
receipt of class A, class B or class C voting shares of
Acquiring in exchange for their class A, class B or class C
voting shares of Target pursuant to Section 354(a)(1) of the
Code;
4. Target will recognize no gain or loss on its transfer of
substantially all of its assets to Acquiring in exchange
solely for class A, class B and class C voting shares of
Acquiring and the assumption by Acquiring of certain Target
liabilities pursuant to Sections 357(a) and 361(a) of the
Code;
5. Acquiring will recognize no gain or loss on its receipt of
substantially all of the assets of Target in exchange solely
for class A, class B and class C voting shares of Acquiring
pursuant to Section 1032(a) of the Code;
6. The basis of class A, class B or class C voting shares of
Acquiring received by Target shareholders in the
reorganization will equal the basis of the Target class A,
class B or class C voting shares of Target surrendered in
exchange therefor pursuant to Section 358(a)(1) of the Code;
7. The holding period of the class A, class B or class C voting
shares of Acquiring received by Target shareholders in the
reorganization will include the period that the shareholders
held the class A, class B or class C voting shares of Target
exchanged therefor, provided that the shareholder held such
shares as a capital asset on the date of the exchange
pursuant to Section 1223(1) of the Code; and
8. Acquiring's basis in the assets of Target received in the
reorganization will equal Target's basis in the assets
immediately before the transfer pursuant to 362(b) of the
Code;
9. Acquiring's holding period in the assets received in the
reorganization will include the period during which Target
held the assets pursuant to Section 1223(2) of the Code;
10. Acquiring will succeed to and take into account the items of
Target described in Section 381(c) of the Code, including
the earnings and profits, or deficit in earnings and
profits, of Target as of the date of the transaction.
Acquiring will take these items into account subject to the
conditions and limitations specified in Sections 381, 382,
383 and 384 of the Code and applicable regulations
thereunder.
Except to the extent specifically provided herein, no opinion is
expressed or implied concerning the U.S. federal income tax
consequences of the Plan. The opinions expressed herein are for
the exclusive benefit of Emerging Growth and Global Fund and
their respective shareholders, and may not be relied upon by them
for any other purpose, or used, circulated, quoted or relied upon
by any other person or entity for any purpose without our prior
consent. We consent to the filing of this letter, or a letter in
substantially the same form, within or as an exhibit to the
Registration statement for Global Fund and the prospectus of
Emerging Growth.
Our opinion is based upon the facts and representations as set
forth in this letter. If any fact or representation is not
complete or accurate, it is imperative that we be informed
immediately as to the nature of the omission or inaccuracy since
such omission or inaccuracy may have a material effect on our
conclusions and opinion. In rendering our opinion, we have
relied upon the relevant provisions of the Internal Revenue Code,
the regulations thereunder, and judicial and administrative
interpretations thereof, all of which are subject to change or
modification by subsequent legislative, regulatory,
administrative, or judicial decisions. Any such changes could
have an effect on the validity of our opinion. We assume no duty
to inform you of any changes in our opinion hereafter due to any
change in law or fact which may subsequently occur or come to our
attention.
The summary of the income tax consequences of the Reorganization
as set forth in the Registration Statement fully and fairly
address the material U.S. federal income tax consequences to
Global Fund and Emerging Growth and their respective
shareholders.
Our opinion is effective as of the date hereof.
/s/ KPMG Peat Marwick LLP
