<PAGE>
OPPENHEIMER GROWTH FUND
Supplement dated July 14, 1995 to the
Prospectus dated October 21, 1994
The following changes are made to the Prospectus:
1. The supplement dated January 3, 1995 is replaced by this
supplement.
2. In the "Shareholder Transaction Expenses" chart in "Expenses" on
page 3, the following changes are made:
(a) In the "Exchange Fee" line, the $5.00 amount in the Class A,
Class B and Class Y columns is replaced by "None."
(b) Footnote (1) is changed to read as follows:
(1) If you invest $1 million or more ($500,000 or more
for purchases by OppenheimerFunds prototype 401(k) plans)
in Class A shares, you may have to pay a sales charge of
up to 1% if you sell your shares within 18 calendar
months from the end of the calendar month in which you
purchased those shares. See "How to Buy Shares -- Class
A Shares," below.
(c) Footnote (2) is deleted.
3. In "How to Buy Shares," the section entitled "Class A Shares" under
"Classes of Shares" on page 13 is changed to read as follows:
If you buy Class A shares, you may pay an initial sales charge
on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase
Class A shares as part of an investment of at least $1 million
($500,000 for OppenheimerFunds prototype 401(k) plans) in
shares of one or more OppenheimerFunds, you will not pay an
initial sales charge, but if you sell any of those shares
within 18 months of buying them, you may pay a contingent
deferred sales charge. The amount of that sales charge will
vary depending on the amount you invested. Sales charge rates
are described in "Class A Shares" below.
4. In "How to Buy Shares," the first paragraph of the section entitled
"Which Class of Shares Should You Choose?" on page 13 is replaced by
the following:
Which Class of Shares Should You Choose? Once you decide
that the Fund is an appropriate investment for you, the
decision as to which class of shares is better suited to your
needs depends on a number of factors which you should discuss
with your financial advisor. The Fund's operating costs that
apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your
investment results over time. The most important factors are
how much you plan to invest, how long you plan to hold your
investment, and whether you anticipate exchanging your shares
for shares of other OppenheimerFunds (not all of which
currently offer Class B shares). If your goals and objectives
change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should
consider another class of shares.
In the following discussion, to help provide you and your
financial advisor with a framework in which to choose a class,
we have made some assumptions using a hypothetical investment
in the Fund. We assumed you are an individual investor, and
therefore ineligible to purchase Class Y shares. We used the
sales charge rates that apply to Class A and B shares
considering the effect of the annual asset-based sales charge
on Class B expenses (which, like all expenses, will affect
your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in the
investment each year. Of course, the actual performance of
your investment cannot be predicted and will vary, based on
the Fund's actual investment returns and the operating
expenses borne by each class of shares, and which class you
invest in. The factors discussed below are not intended to be
investment advice or recommendations, because each investor's
financial considerations are different. The discussion below
of the factors to consider in purchasing a particular class of
shares assumes that you will purchase only one class of shares
and not a combination of shares of different classes.
5. The second sentence of the paragraph captioned "At What Price are
Shares Sold?" on page 15 is revised to read as follows:
In most cases, to enable you to receive that day's offering
price, the Distributor must receive your order by the time of
day the New York Stock Exchange closes, which is normally 4:00
P.M., New York time, but may be earlier on some days (all
references to time in this Prospectus mean "New York Time".
The fourth sentence of that paragraph is revised to read as
follows: "If you buy shares through a dealer, the dealer must
receive your order by the close of the New York Stock Exchange
on a regular business day and transmit it to the Distributor
so that it is received before the Distributor's close of
business that day, which is normally 5:00 P.M.
6. In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 15 is amended in its entirety
to read as follows:
There is no initial sales charge on purchases of Class A
shares of any one or more of the OppenheimerFunds in the
following cases:
- purchases aggregating $1 million or more, or
- purchases by an OppenheimerFunds prototype 401(k) plan
that: (1) buys shares costing $500,000 or more or (2)
has, at the time of purchase, 100 or more eligible
participants, or (3) certifies that it projects to have
annual plan purchases of $200,000 or more.
Shares of any of the OppenheimerFunds that offers only
one class of shares that has no designation are considered
"Class A shares" for this purpose. The Distributor pays
dealers of record commissions on those purchases in an amount
equal to the sum of 1.0% of the first $2.5 million, plus 0.50%
of the next $2.5 million, plus 0.25% of purchases over $5
million. That commission will be paid only on the amount of
those purchases in excess of $1 million ($500,000 for
purchases by OppenheimerFunds 401(k) prototype plans) that
were not previously subject to a front-end sales charge and
dealer commission.
7. In "Reduced Sales Charges for Class A Purchases," the first
sentence of the section "Right of Accumulation" on page 16 is changed
to read as follows:
To qualify for the lower sales charge rates that apply to
larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your
individual accounts, or jointly, or for trust or custodial
accounts on behalf of your children who are minors.
The first two sentences of the second paragraph of that section are
revised to read as follows:
Additionally, you can add together current purchases of
Class A and Class B shares of the Fund and other
OppenheimerFunds to reduce the sales charge rate that applies
to current purchases of Class A shares. You can also count
Class A and Class B shares of OppenheimerFunds you previously
purchased subject to an initial or contingent deferred sales
charge to reduce the sales charge rate for current purchases
of Class A shares, provided that you still hold that
investment in one of the OppenheimerFunds.
8. The first sentence of the section entitled "Letter of Intent" on
page 16 is revised to read as follows:
Under a Letter of Intent, if you purchase Class A shares or
Class A shares and Class B shares of the Fund and other
OppenheimerFunds during a 13-month period, you can reduce the
sales charge rate that applies to your purchases of Class A
shares. The total amount of your intended purchases of both
Class A and Class B shares will determine the reduced sales
charge rate for the Class A shares purchased during that
period.
9. In the section entitled "Waivers of Class A Sales Charges" on page
16 the following changes are made:
The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:
-- Waivers of Class A Sales Charges. The Class A sales charges
are not imposed in the circumstances described below. There is
an explanation of this policy in "Reduced Sales Charges" in
the Statement of Additional Information.
Waivers of Initial and Contingent Deferred Sales Charges
for Certain Purchasers. Class A shares purchased by the
following investors are not subject to any Class A sales
charges:
The introductory phrase preceding the list of sales charge waivers
in the second paragraph is replaced by the following:
Waivers of Initial and Contingent Deferred Sales Charges
in Certain Transactions. Class A shares issued or purchased in
the following transactions are not subject to Class A sales
charges:
. . .
The following is added at the end of the first sentence of the
second paragraph:
..., or (d) shares purchased and paid for with the proceeds of
shares redeemed in the prior 12 months from a mutual fund
(other than a fund managed by the Manager or any of its
subsidiaries) on which an initial sales charge or contingent
deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money
Market Fund, Inc. that were purchased and paid for in this
manner); this waiver must be requested when the purchase order
is placed for your shares of the Fund, and the Distributor may
require evidence of your qualification for this waiver.
The third paragraph of that section is revised to read as follows:
Waivers of the Class A Contingent Deferred Sales Charge.
The Class A contingent deferred sales charge does not apply to
purchases of Class A shares at net asset value without sales
charge as described in the two sections above. It is also
waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following
cases:
- for retirement distributions or loans to participants
or beneficiaries from qualified retirement plans, deferred
compensation plans or other employee benefit plans, including
OppenheimerFunds prototype 401(k) plans (these are all
referred to as "Retirement Plans"); or
- to return excess contributions made to Retirement Plans; or
- to make Automatic Withdrawal Plan payments that are
limited annually to no more than 12% of the original account
value; or
- involuntary redemptions of shares by operation of law
or involuntary redemptions of small accounts (see "Shareholder
Account Rules and Policies," below); or
- if, at the time a purchase order is placed for Class A
shares that would otherwise be subject to the Class A
contingent deferred sales charge, the dealer agrees to accept
the dealer's portion of the commission payable on the sale in
installments of 1/18th of the commission per month (and no
further commission will be payable if the shares are redeemed
within 18 months of purchase); or
- for distributions from OppenheimerFunds prototype
401(k) plans for any of the following cases or purposes: (1)
following the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary (the death or
disability must occur after the participant's account was
established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (4) to meet the minimum
distribution requirements of the Internal Revenue Code; (5) to
establish "substantially equal periodic payments" as described
in Section 72(t) of the Internal Revenue Code, or (6)
separation from service.
10. The first paragraph of the section entitled "Waivers of Class B
Sales Charge" is amended by replacing the introductory phrase of that
paragraph with the sentences below as follows:
-- Waivers of Class B Sales Charge. The Class B contingent
deferred sales charge will not be applied to shares purchased
in certain types of transactions nor will it apply to Class B
shares redeemed in certain circumstances as described below.
The reasons for this policy are in "Reduced Sales Charges" in
the Statement of Additional Information.
Waivers for Redemptions of Shares in Certain Cases. The
Class B contingent deferred sales charge will be waived for
redemptions of shares in the following cases:
. . .
The following is added to the end of the first sentence of the
first paragraph:
..., and (5) for distributions from OppenheimerFunds prototype
401(k) plans (i) for hardship withdrawals; (ii) under a
Qualified Domestic Relations Order, as defined in the Internal
Revenue Code; (iii) to meet minimum distribution requirements
as defined in the Internal Revenue Code; (iv) to make
"substantially equal periodic payments" as described in
Section 72(t) of the Internal Revenue Code; or (v) for
separation from service.
11. In the section entitled "Reinvestment Privilege" on page 20, the
first two sentences are revised to read as follows:
If you redeem some or all of your Class A or B shares of the
Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other
OppenheimerFunds without paying a sales charge. This privilege
applies to Class A shares that you purchased subject to an
initial sales charge and to Class A or B shares on which you
paid a contingent deferred sales charge when you redeemed
them. It does not apply to Class C shares.
12. In the section entitled "Retirement Plans" on page 20, the
following is added to the list of plans offered by the Distributor:
- 401(k) prototype retirement plans for businesses
13. The section entitled "Selling Shares by Telephone" on page 21 is
amended by revising the second sentence to read as follows:
To receive the redemption price on a regular business day,
your call must be received by the Transfer Agent by the close
of the New York Stock Exchange that day, which is normally
4:00 P.M. but may be earlier on some days."
14. The section entitled "How to Exchange Shares" is amended by
revising the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" on page 22 to read as follows:
Shares are normally redeemed from one fund and purchased from
the other fund in the exchange transaction on the same regular
business day on which the Transfer Agent receives an exchange
request that is in proper form by the close of The New York
Stock Exchange that day, which is normally 4:00 P.M. but may
be earlier on some days.
15. The first sentence of the paragraph captioned "Net Asset Value Per
Share" on page 23 is revised to read as follows:
Net asset value per share is determined for each class of
shares as of the close of The New York Stock Exchange on each
regular business day by dividing the value of the Fund's net
assets attributable to a class by the number of shares that
are outstanding.
July 14, 1995 PS0270.002
<PAGE>
OPPENHEIMER GROWTH FUND
Supplement dated July 14, 1995 to the
Statement of Additional Information dated October 21, 1994
The Statement of Additional Information is amended as follows:
1. The supplement dated January 3, 1995 is replaced by this
supplement.
2. The first sentence of the section entitled "Determination of Net
Asset Value Per Share" under "How to Buy Shares" on page 27 is amended
to read as follows, and a new second sentence is added to that section
as follows:
The net asset values per share of Class A, Class B and Class Y
shares of the Fund are determined as of the close of business of
The New York Stock Exchange (the "NYSE") on each day that the
NYSE is open by dividing the Fund's net assets attributable to a
class by the number of shares of that class that are
outstanding. The NYSE normally closes at 4:00 P.M. New York
time, but may close earlier on some days (for example, in case
of weather emergencies or on days falling before a holiday).
3. The third sentence of the paragraph captioned "AccountLink" on page
28 is revised to read as follows:
Dividends will begin to accrue on such shares on the day the
Fund receives Federal Funds for such purchase through the ACH
system before the close of The New York Stock Exchange that day,
which is normally three days after the ACH transfer is
initiated.
4. In the section entitled "Letters of Intent" on page 29, the first
three sentences of the first paragraph in that section are replaced by
the following:
A Letter of Intent (referred to as a "Letter") is an investor's
statement in writing to the Distributor of the intention to
purchase Class A shares or Class A and Class B shares of the
Fund and other OppenheimerFunds during a 13-month period (the
"Letter of Intend period"), which may, at the investor's
request, include purchases made up to 90 days prior to the date
of the Letter. The Letter states the investor's intention to
make the aggregate amount of purchases of shares which, when
added to the investor's holdings of shares of those funds, will
equal or exceed the amount specified in the Letter. Purchases
made by reinvestment of dividends or distributions of capital
gains and purchases made at net asset value without sales charge
do not count toward satisfying the amount of the Letter. A
Letter enables an investor to count the Class A and Class B
shares purchased under the Letter to obtain the reduced sales
charge rate on purchases of Class A shares of the Fund (and
other OppenheimerFunds) that applies under the Right of
Accumulation to current purchases of Class A shares.
5. In the section entitled "Letters of Intent" on page 29, a new third
paragraph is added as follows:
For purchases of shares of the Fund and other OppenheimerFunds
by OppenheimerFunds prototype 401(k) plans under a Letter of
Intent, the Transfer Agent will not hold shares in escrow. If
the intended purchase amount under the Letter entered into by an
OppenheimerFunds prototype 401(k) plan is not purchased by the
plan by the end of the Letter of Intent period, there will be no
adjustment of commissions paid to the broker-dealer or financial
institution of record for accounts held in the name of that
plan.
6. In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 30, item 5 of that section is replaced by the
following:
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter)
include (a) Class A shares sold with a front-end sales charge or
subject to a Class A contingent deferred sales charge, (b) Class
B shares acquired subject to a contingent deferred sales charge,
and (c) Class A or B shares acquired in exchange for either (i)
Class A shares of one of the other OppenheimerFunds that were
acquired subject to a Class A initial or contingent deferred
sales charge or (ii) Class B shares of one of the other
OppenheimerFunds that were acquired subject to a contingent
deferred sales charge.
7. In the section entitled "Distributions from Retirement Plans" on
page 33, the phrase "401(k) plans" is added after "403(b)(7) custodial
plans" in the first sentence, and the third sentence of that section is
revised to read as follows:
Participants (other than self-employed persons maintaining a
plan account in their own name) in OppenheimerFunds-sponsored
prototype pension, profit-sharing or 401(k) plans may not
directly redeem or exchange shares held for their account under
those plans.
8. In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 33, the second sentence of
that section is revised to read as follows:
The repurchase price per share will be the net asset value next
computed after the Distributor receives the order placed by the
dealer or broker, except that if the Distributor receives a
repurchase order from a dealer or broker after the close of The
New York Stock Exchange on a regular business day, it will be
processed at that day's net asset value if the order was
received by the dealer or broker from its customer prior to the
Exchange closes (normally, that is 4:00 P.M., but may be earlier
on some days) and the order was transmitted to and received by
the Distributor prior to its close of business that day
(normally 5:00 P.M.).
In addition, the last sentence of that section is replaced by the
following:
Ordinarily, for accounts redeemed by a broker-dealer under this
procedure, payment will be made within three business days after
the shares have been redeemed upon the Distributor's receipt of
the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the
redemption document as described in the Prospectus.
9. In the section entitled "How To Exchange Shares" on page 35, the
second full paragraph is changed by adding new third and fourth
sentences as follows:
However, shares of Oppenheimer Money Market Fund, Inc. purchased
with the redemption proceeds of shares of other mutual funds
(other than funds managed by the Manager or its subsidiaries)
redeemed within the 12 months prior to that purchase may
subsequently be exchanged for shares of other OppenheimerFunds
without being subject to an initial or contingent deferred sales
charge, whichever is applicable. To qualify for that privilege,
the investor or the investor's dealer must notify the
Distributor of eligibility for this privilege at the time the
shares of Oppenheimer Money Market Fund, Inc. are purchased,
and, if requested, must supply proof of entitlement to this
privilege.
July 14, 1995 PX0270.002
