As filed with the Securities and Exchange Commission on
December 24, 1996
Registration No. 333-12249
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 VARIABLE ACCOUNT 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)
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-
93177; 811-4108).
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and
documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement and
Prospectus for JP Investment Grade Bond Fund, Inc.
and
Prospectus for Oppenheimer Bond Fund,
a series of Oppenheimer Variable Account Funds
Proxy Statement and Prospectus for
JP Capital Appreciation Fund, Inc.
and
Prospectus for Oppenheimer Growth Fund, a series of
Oppenheimer Variable Account Funds
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Cross Reference Sheet
Proxy Statement and Prospectus of JP Investment Grade Bond Fund,
Inc. and Prospectus of Oppenheimer Bond Fund
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 or Disapproval of the Reorganization;
Comparison between Bond Fund and JP Fund;
Miscellaneous
(b) Approval or Disapproval of the Reorganization -
Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Bond Fund and
JP Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of JP Investment Grade Bond Fund, Inc.; Annual
Report of JP Investment Grade Bond Fund, Inc.; Comparison
Between Bond Fund and JP 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 JP Investment
Grade Bond Fund, Inc.
(b) *
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about JP Investment
Grade Bond Fund, Inc.; Annual Report of JP Investment
Grade Bond Fund, Inc. at 12/31/95; Registrant's Annual
Report at 12/31/95; Semi-Annual Report of JP Investment
Grade Bond Fund, Inc. at 6/30/96; Registrant's Semi-
Annual Report at 6/30/96 Proxy Statement and Prospectus
of JP Capital Appreciation Fund, Inc. and Prospectus of
Oppenheimer Growth Fund
Proxy Statement and Prospectus of JP Investment Grade Bond Fund,
Inc. and Prospectus of Oppenheimer Growth Fund
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 or Disapproval of the Reorganization;
Comparison between Growth Fund and JP Fund;
Miscellaneous
(b) Approval or Disapproval of the Reorganization -
Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Growth Fund
and JP Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of JP Capital Appreciation Fund, Inc.; Annual
Report of JP Capital Appreciation Fund, Inc.; Comparison
Between Growth Fund and JP 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 JP Capital
Appreciation Fund, Inc.
(b) *
(c) *
14 Registrant's Statement of Additional Information;
Statement of Additional Information about JP Capital
Appreciation Fund, Inc.; Annual Report of JP Capital
Appreciation Fund, Inc. at 12/31/95; Semi-Annual Report
of JP Capital Appreciation Fund, Inc. at 6/30/96;
Registrant's Annual Report at 12/31/95; Registrant's
Semi-Annual Report at 6/30/96
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
_______________
* Not Applicable or negative answer
<PAGE>
INCOR PORATION 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 Variable Account Funds:
Part A: Proxy Statement for JP Investment Grade Bond Fund, Inc.
and Prospectus for Oppenheimer Bond Fund - Incorporated herein by
reference to Registration Statement on Form N-14 of Oppenheimer
Variable Account Funds dated 9/18/96.
Proxy Statement for JP Capital Appreciation Fund, Inc. and
Prospectus for Oppenheimer Growth Fund - Incorporated herein by
reference to Registration Statement on Form N-14 of Oppenheimer
Variable Account Funds dated 9/18/96.
- Prospectus of Oppenheimer Variable Account Funds dated May
1, 1996, as revised October 28, 1996 and as supplemented October
28, 1996 - Incorporated herein by reference to Registration
Statement on Form N-14 of Oppenheimer Variable Account Funds dated
9/18/96.
Part B: Statement of Additional Information - Incorporated herein
by reference to Registration Statement on Form N-14 of Oppenheimer
Variable Account Funds dated 9/18/96.<PAGE>
OPPENHEIMER VARIABLE ACCOUNT 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)Sixth Restated Declaration of Trust dated February 28,
1995: Filed with Registrant's Post-Effective Amendment No. 27,
4/27/95, and incorporated herein by reference.
(2)By-Laws, amended as of 6/26/90; Previously filed with
Registrant's Post-Effective Amendment No. 25, 2/13/95, 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) Oppenheimer Growth Fund specimen share certificate:
Filed with Registrant's Post-Effective Amendment No. 25, 4/29/94,
and incorporated herein by reference.
(ii) Oppenheimer Bond Fund specimen share certificate:
Filed with Registrant's Post-Effective Amendment No. 24, 4/24/94,
and incorporated herein by reference.
(6)(i) Investment Advisory Agreement for Oppenheimer Growth
Fund dated 9/1/94: Filed with Post-Effective Amendment No. 26,
2/13/95, and incorporated herein by reference.
(ii) Investment Advisory Agreement for Oppenheimer Bond Fund
dated 9/1/94: Filed with Post-Effective Amendment No. 26, 2/13/95,
and incorporated herein by reference.
(7) Not applicable.
(8) Not applicable.
(9) Custody Agreement between Oppenheimer Variable Account
Funds and The Bank of New York, dated 11/12/92: Previously
filed with Registrant's Post-Effective Amendment No. 21, 3/12/93,
refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(10) Not Applicable.
11.(i) Opinion and Consent of Counsel, 3/14/85: Previously
filed with Registrant's Pre-Effective Amendment No. 1, 3/20/85,
refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(ii)Opinion and Consent of Counsel, 4/28/86: Previously filed
with Registrant's Post-Effective Amendment No. 5, 8/12/86, refiled
with Registrant's Post-Effective Amendment No. 27, 4/27/95 pursuant
to Item 102 of Regulation S-T, and incorporated herein by
reference.
(iii) Opinion and Consent of Counsel, 7/31/86: Previously
filed with Registrant's Post-Effective Amendment No. 5, 8/12/86,
refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(iv) Opinion and Consent of Counsel, 1/21/87: Previously
filed with Registrant's Post-Effective Amendment No. 7, 2/6/87,
refiled with Registrant's Post-Effective Amendment No. 27, 4/27/95,
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.
(v) Opinion and Consent of Counsel, dated July 31, 1990:
Previously filed with Registrant's Post-Effective Amendment No. 15,
9/19/90, refiled with Registrant's Post-Effective Amendment No. 27,
4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(vi) Opinion and Consent of Counsel dated April 23, 1993:
Previously filed with Registrant's Post-Effective Amendment No. 22,
4/30/93, refiled with Registrant's Post-Effective Amendment No. 27,
4/27/95 pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(vii) Opinion and Consent of Counsel dated April 18, 1995:
Filed herewith. Previously filed with Registrant's Post-Effective
Amendment No. 29, 4/22/96, and incorporated herein by reference.
(12) Tax Opinions Relating to the Reorganizations: Filed
herewith.
(13) Not applicable.
(14) (i) Consent of Deloitte & Touche LLP: Previously
filed with Registrant's Registration Statement
on Form N-14, 9/13/96, and incorporated herein
by reference.
(ii) Consents of McGladrey & Pullen LLP: Previously
filed with Registrant's Registration Statement on
Form N-14,
9/13/96, and incorporated herein by reference.
(15) Not applicable.
(16) Powers of Attorney and Certified Board Resolution: Power
of Attorney for Sam Freedman filed herewith; Powers of Attorney
Previously filed (Bridget A. Macaskill) with Registrant's Post-
Effective Amendment NO. 29, 4/22/96, and incorporated herein by
reference and (all other Trustees) and Certified Board Resolution
with Registrant's Post-Effective Amendment No. 19, 3/1/94, and
incorporated herein by reference.
(17)(i) Declaration of Registrant under Rule 24f-2:
Previously filed with Registrant's Registration
Statement on Form N-14, 9/13/96, and
incorporated herein by reference.
(ii) Financial Data Schedules: Previously filed with
Registrant's Registration Statement on Form N-
14, 9/13/96, and incorporated herein by
reference.
Item 17. Undertakings
(1) Not applicable.
(2) Not applicable.
<PAGE>
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 20th day of December, 1996.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
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:
Signatures Title Date
/s/ James C. Swain* Chairman of the
- ------------------ Board of Trustees December 20,
1996
James C. Swain
/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting
George C. Bowen Officer and
Treasurer December 20,
1996
/s/ Bridget A. Macaskill* President
- ----------------------- (Principal
Bridget A. Macaskill Executive Officer) December 20,
1996
/s/ Robert G. Avis* Trustee December 20,
1996
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee December 20,
1996
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee December 20,
1996
- -----------------------
Charles Conrad, Jr.
/s/ Sam Freedman* Trustee December 20,
1996
- -----------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee December 20,
1996
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee December 20,
1996
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee December 20,
1996
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee December 20,
1996
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
EXHIBIT INDEX
Exhibit Description
- ------- -----------
16(12) Tax Opinions Relating to the Reorganizations
MERGE\JPN600.1
December 11, 1996
Board of Directors
JP Capital Appreciation Fund, Inc.
P.O. Box 21008
Greensboro, NC 27420
Board of Trustees
Oppenheimer Variable Account Funds
3410 South Galena Street
Denver, Colorado 80231
Directors/Trustees:
This letter responds to your request for our opinion
concerning the federal income tax consequences of the proposed
reorganization transaction by and between JP Capital Appreciation
Fund, Inc. ("JP Fund," or the "Fund") and Oppenheimer Growth
Fund, a series of Oppenheimer Variable Account Funds (sometimes
referred to herein as the "Oppenheimer Fund").
In rendering our opinion, we have relied solely on the
representations set forth below and on the factual statements,
summarized below, contained in the following documents: (a) the
Agreement and Plan of Reorganization dated as of October 8, 1996
by and among JP Fund, Oppenheimer Variable Account Funds on
behalf of Oppenheimer Fund, Jefferson-Pilot Corporation and
OppenheimerFunds, Inc. (the "Plan of Reorganization"); (b) the
Acquisition Agreement dated September 24, 1996 by and among
Jefferson-Pilot Corporation, JP Investment Management Company,
Jefferson-Pilot Life Insurance Company, and OppenheimerFunds,
Inc., (the "Acquisition Agreement"); and (c) the Form N-14
Registration Statement of Oppenheimer Variable Account Funds on
behalf of the Oppenheimer Fund.
Summary of Relevant Facts
Each of JP Fund and the Oppenheimer Fund (a) is taxable as a
corporation for federal income tax purposes; (b) qualified for
treatment as a regulated investment company under section 851 for
its most recent taxable year and, subject to completion of the
proposed transactions, intends to so qualify for all subsequent
taxable years; and (c) is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment
company. All of the shares of beneficial interest of the
Oppenheimer Fund have the right to vote.
Contemporaneously with a sale of the assets of the Fund's
investment adviser and as set forth in the Plan of
Reorganization, the following transaction (the "Reorganization")
will occur:
(a) immediately prior to the close of business of the
business day preceding the closing date for the
Reorganization (the "Closing Date"), JP Fund will
declare and pay to its shareholders one or more
dividends or distributions so that it will have
distributed all of its ordinary income (as defined in
section 4982(e)(1)) and capital gain net income (as
defined in section 4982(e)(2)), if any, for all periods
on and prior to the Closing Date;
(b) on the Closing Date, JP Fund will transfer
substantially all of its assets to Oppenheimer Fund in
exchange for shares of beneficial interest and the
assumption of certain specified liabilities. The
aggregate number of such shares of beneficial interest
to be issued will be equal to the value of the
transferred assets (computed using the valuation
procedures set forth in the Oppenheimer Fund s then-
current prospectus and statement of additional
information);
(c) the only liabilities of the Fund to be assumed by the
Oppenheimer Fund will be the obligation, if any, of the
Fund to pay the purchase price of portfolio securities
the purchases of which have not settled as of the
Closing Date. The Fund will retain a cash reserve
sufficient to satisfy all of its liabilities not
assumed by Oppenheimer Fund in an amount not to exceed
1 percent of the value of the net assets or 10 percent
of the value of the Fund's gross assets;
(d) on the Closing Date (or as soon thereafter as is
practicable but in any event within one year), the JP
Fund will pay all of its liabilities and thereafter
liquidate; and
(e) also on the Closing Date, the JP Fund will distribute
the shares received by it in the Reorganization to its
shareholders pro rata in proportion to their respective
interests as part of the complete liquidation of the
Fund described in paragraph (d) above.
The Jefferson-Pilot Life Insurance Company ("JPLIC")
contemplates that, following the Reorganization, it will redeem
the Oppenheimer Fund shares received by it in the Reorganization
that are attributable to its "seed money" investment in the Fund.
The exchange transaction between the Fund and the
Oppenheimer Fund together with the liquidation of the Fund will
be effected by the Oppenheimer Fund crediting to each shareholder
of JP Fund on the Oppenheimer Fund's share records the
appropriate number of shares of beneficial interest, whereupon
the shareholder's shares of Fund stock will be canceled. No
share certificates for such shares of beneficial interest will be
issued to the shareholders of the Fund unless a special request
is made therefor. (To the extent necessary, fractional shares of
the Oppenheimer Fund will be issued in the Reorganization as an
entry on the books of the Oppenheimer Fund.) After the Closing
Date, however, it will be necessary for former Fund shareholders
to surrender their Fund share certificates in order to redeem,
transfer, or pledge the Oppenheimer Fund shares constructively
received by them in the Reorganization.
Representations
Our opinion is conditioned upon the accuracy of the
following representations as of the Closing Date. (Authorized
representatives of the Fund, JPLIC and the Oppenheimer Fund will
represent to us that these representations, as well as the facts
described elsewhere in this opinion, as applicable to such party
are true and correct.)
(a) The fair market value of the shares of beneficial
interest of the Oppenheimer Fund to be received by each
shareholder of JP Fund in the liquidation of the Fund
will be equal to the fair market value of the stock of
JP Fund surrendered in exchange therefor.
(b) There is no plan or intention by the shareholders of
the Fund who own 5 percent or more of the stock of the
Fund and, to the best of the knowledge of the
management of the Fund, there is no plan or intention
on the part of the remaining shareholders of such Fund
to sell, exchange, or otherwise dispose of a number of
shares of beneficial interest of the Oppenheimer Fund
to be received in the Reorganization that would reduce
the Fund shareholders' ownership of such shares of
beneficial interest to a number of shares having a
value, as of the Closing Date, of less than 50 percent
of the value of all the formerly outstanding stock of
the Fund as of the same date. For purposes of this
representation, shares of stock of JP Fund or shares of
beneficial interest of Oppenheimer Fund held by
shareholders of the Fund otherwise sold, redeemed, or
disposed of in connection with the Reorganization will
be taken into account, except for shares that are
required to be redeemed in the ordinary course of the
Fund's or Oppenheimer Fund's business as open-end
management investment companies under the 1940 Act (but
taking into account any such redemption by a 5 percent
shareholder and by JPLIC).
(c) There will be no Fund shareholders entitled to
appraisal rights as a result of the Reorganization, no
cash will be paid to the shareholders of JP Fund in
lieu of fractional shares of stock, and no cash or
property other than stock will be received by or
distributed to the shareholders of JP Fund in the
transaction, except for the release of any cash
reserve, as described above.
(d) The Oppenheimer Fund will acquire at least 90 percent
of the fair market value of the net assets and at least
70 percent of the fair market value of the gross assets
held by JP Fund immediately prior to the
Reorganization. For purposes of this representation,
amounts paid by JP Fund to effect all dividends,
distributions, or redemptions (except for dividends,
distributions, and redemptions occurring in the
ordinary course of its business as an open-end
management investment company) immediately preceding,
at the time of, or following the Reorganization,
including any amounts paid to JPLIC, will be included
as assets of the Fund held immediately prior to the
Reorganization.
(e) Except for redemptions in the ordinary course of its
business, the Oppenheimer Fund has no plan or intention
to reacquire any of its stock issued in the
Reorganization.
(f) At the time of the Reorganization, the Oppenheimer Fund
will have no plan or intention to sell or otherwise
dispose of more than 10 percent of the assets of JP
Fund to be acquired in the Reorganization, except for
dispositions to be made in the ordinary course of
business but including any dispositions to fund a
redemption by JPLIC.
(g) The Oppenheimer Fund will assume only the Fund's
liability, if any, for the purchase price of portfolio
securities purchased which have not been settled; any
such liabilities were incurred by JP Fund in the
ordinary course of its business and are associated with
the assets to be transferred.
(h) Following the Reorganization, the Oppenheimer Fund will
use a significant portion of the assets of JP Fund in a
business.
(i) The Oppenheimer Fund, the JP Fund and the shareholders
of the JP Fund will pay their respective transaction
expenses, except for expenses which are solely and
directly related to the Reorganization which will be
paid by their respective investment advisers.
(j) There is no intercorporate indebtedness between the
Oppenheimer Fund and the JP Fund that was issued,
acquired, or will be settled at a discount.
(k) The Oppenheimer Fund does not own, directly or
indirectly, nor has it owned during the past five
years, any stock of JP Fund.
(l) The fair market value of the assets of JP Fund to be
transferred in the transaction to the Oppenheimer Fund
will exceed the sum of the liabilities to be assumed by
the Oppenheimer Fund.
(m) JP Fund is not under the jurisdiction of a court in a
title 11 or similar case within the meaning of section
368(a)(3)(A).
(n) Other than as may result from redemption of Fund shares
in the ordinary course of its business, there will not
be a significant change in the ownership of the Fund
prior to the Reorganization.
(o) The Oppenheimer Fund and the JP Fund have, for all of
their taxable periods, elected to be taxed as regulated
investment companies as defined in section 851, and
after the transaction, Oppenheimer Fund intends to
continue to elect to be taxed as a RIC.
(p) The Oppenheimer Fund and the JP Fund meet the
requirements of section 368(a)(2)(F)(ii).
(q) The sole record shareholder of JP Fund is JPLIC, which
holds such shares: (i) in its own capacity, (ii)
through a separate account (the "Variable Account")
which is registered with the Securities and Exchange
Commission as a unit investment trust under the 1940
Act and is also a segregated asset account under the
insurance laws of the State of North Carolina, and
(iii) through a separate account (the "Unregistered
Account") which is not registered under the 1940 Act
but is a segregated asset account under the insurance
laws of the State of North Carolina. Each of the
Variable Account and the Unregistered Account is
administered and accounted for as part of the general
business of JPLIC, but its assets are not chargeable
with liabilities arising from the business of any other
separate account or any other business that JPLIC may
conduct. The Variable Account holds only assets
pursuant to variable contracts described in section
817(d) of the Code and meets the diversification
requirements of section 817(h) of the Code. The
Variable Account and the Unregistered Account are
properly taxed as part of JPLIC's operations and are
not separate taxable entities for federal income tax
purposes.
(r) The variable annuity contracts issued by JPLIC through
the Variable Account and the Unregistered Account will
not differ materially as a result of the
Reorganization.
Opinion
Based on our analysis of the Internal Revenue Code of 1986,
as amended, the Income Tax Regulations, case law, published and
private rulings of the Internal Revenue Service, and other
relevant legal authority, and in view of facts summarized above
and the representations set forth above, it is our opinion that
the following federal income tax consequences will result from
the Reorganization:
1. The Reorganization will constitute a "reorganization"
within the meaning of section 368(a)(1)(C), and the
Fund and the Oppenheimer Fund will be a "party to a
reorganization" within the meaning of section 368(b).
2. No gain or loss will be recognized by the Fund on the
transfer of its assets to the Oppenheimer Fund in
exchange solely for the shares of beneficial interest
and the Oppenheimer Fund's assumption of certain Fund
liabilities (if any) and the subsequent distribution by
the Fund of those shares to the shareholders of the
Fund. Section 361.
3. No gain or loss will be recognized by the Oppenheimer
Fund on receipt of the assets transferred to it by the
Fund in exchange for the shares of Oppenheimer Fund and
the assumption of certain of the Fund's liabilities, if
any. Section 1032.
4. The Oppenheimer Fund's basis in the assets received
from the Fund will be the same as the Fund's tax basis
for the assets immediately before the Reorganization.
Section 362(b).
5. The Oppenheimer Fund's holding period for the
transferred assets will include the Fund's holding
period therefor. Section 1223(2).
6. No gain or loss will be recognized by the shareholders
of the Fund on the exchange of their Fund shares solely
for shares of the Oppenheimer Fund. Section 354.
7. The basis of the Oppenheimer Fund shares to be received
by a Fund shareholder in the Reorganization will be the
same as the adjusted basis of that shareholder's Fund
shares surrendered in exchange therefor. Section 358.
8. The holding period of the Oppenheimer Fund shares
received by a Fund shareholder will include the
shareholder's holding period for the Fund shares
surrendered in exchange therefor, provided such Fund
shares were held as capital assets on the Closing Date.
Section 1223(1).
9. The Oppenheimer Fund will succeed to and take into
account the items of the Fund described in section
381(c), including any earnings and profits, or deficit
therein, of the Fund as of the date of the Closing
Date, subject to the conditions and limitations
specified in sections 381, 382, 383, and 384.
10. No gain or loss will be recognized by the owners of
variable contracts issued by JPLIC through the Variable
Account or the Unregistered Account on the transfer of
the Fund's assets to the Oppenheimer Fund in exchange
solely for the shares of beneficial interest of
Oppenheimer Fund and the Oppenheimer Fund's assumption
of certain Fund liabilities (if any) and the subsequent
distribution by the Fund of those shares to the
Variable Account and the Unregistered Account.
* * *
We are furnishing this opinion letter solely for the benefit
of JP Capital Appreciation Fund, Inc., and Oppenheimer Growth
Fund, a series of Oppenheimer Variable Account Funds, and their
respective boards of directors, trustees and shareholders, and
this letter is not to be used, circulated, or quoted for any
other purpose without our written consent. Our opinion reflects
our interpretation of the provisions of the Internal Revenue Code
of 1986, as amended, as in effect as of the date hereof. Our
opinion is limited to the federal income tax consequences of the
Reorganization; and we express no opinion regarding any state,
local, foreign or other tax or nontax consequences. Absent your
written request, we will revise or update this letter to reflect
subsequent changes in law only through the Closing Date.
Sincerely yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ James L. Dahlberg
James L. Dahlberg
By: /s/ Lori E. Harwell
Lori E. Harwell
December 11, 1996
Board of Directors
JP Investment Grade Bond Fund, Inc.
P.O. Box 21008
Greensboro, NC 27420
The Board of Trustees
Oppenheimer Variable Account Funds
3410 South Galena Street
Denver, Colorado 80231
Directors/Trustees:
This letter responds to your request for our opinion
concerning the federal income tax consequences of the proposed
reorganization transaction by and between JP Investment Grade
Bond Fund, Inc. ("JP Fund," or the "Fund") and Oppenheimer Bond
Fund, a series of Oppenheimer Variable Account Funds (sometimes
referred to herein as the "Oppenheimer Fund").
In rendering our opinion, we have relied solely on the
representations set forth below and on the factual statements,
summarized below, contained in the following documents: (a) the
Agreement and Plan of Reorganization dated as of October 8, 1996
by and among JP Fund, Oppenheimer Variable Account Funds on
behalf of Oppenheimer Fund, Jefferson-Pilot Corporation and
OppenheimerFunds, Inc. (the "Plan of Reorganization"); (b) the
Acquisition Agreement dated September 24, 1996 by and among
Jefferson-Pilot Corporation, JP Investment Management Company,
Jefferson-Pilot Life Insurance Company, and OppenheimerFunds,
Inc., (the "Acquisition Agreement"), and (c) the Form N-14
Registration Statement of Oppenheimer Variable Account Funds on
behalf of the Oppenheimer Fund.
Summary of Relevant Facts
Each of JP Fund and the Oppenheimer Fund (a) is taxable as
a corporation for federal income tax purposes; (b) qualified
for treatment as a regulated investment company under section 851
for its most recent taxable year and, subject to completion of
the proposed transactions, intends to so qualify for all
subsequent taxable years; and (c) is registered with the
Securities and Exchange Commission under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. All of the shares of beneficial
interest of the Oppenheimer Fund have the right to vote.
Contemporaneously with a sale of the assets of the Fund's
investment adviser and as set forth in the Plan of
Reorganization, the following transaction (the "Reorganization")
will occur:
(a) immediately prior to the close of business of the
business day preceding the closing date for the
Reorganization (the "Closing Date"), JP Fund will
declare and pay to its shareholders one or more
dividends or distributions so that it will have
distributed all of its ordinary income (as defined in
section 4982(e)(1)) and capital gain net income (as
defined in section 4982(e)(2)), if any, for all periods
on and prior to the Closing Date;
(b) on the Closing Date, JP Fund will transfer
substantially all of its assets to Oppenheimer Fund in
exchange for shares of beneficial interest and the
assumption of certain specified liabilities. The
aggregate number of such shares of beneficial interest
to be issued will be equal to the value of the
transferred assets (computed using the valuation
procedures set forth in the Oppenheimer Fund s then-
current prospectus and statement of additional
information);
(c) the only liabilities of the Fund to be assumed by the
Oppenheimer Fund will be the obligation, if any, of the
Fund to pay the purchase price of portfolio securities
the purchases of which have not settled as of the
Closing Date. The Fund will retain a cash reserve
sufficient to satisfy all of its liabilities not
assumed by Oppenheimer Fund in an amount not to exceed
1 percent of the value of net assets or 10 percent of
the value of the Fund's gross assets;
(d) on the Closing Date (or as soon thereafter as is
practicable but in any event within one year), the JP
Fund will pay all of its liabilities and thereafter
liquidate; and
(e) also on the Closing Date, the JP Fund will distribute
the shares received by it in the Reorganization to its
shareholders pro rata in proportion to their respective
interests as part of the complete liquidation of the
Fund described in paragraph (d) above.
The Jefferson-Pilot Life Insurance Company ("JPLIC")
contemplates that, following the Reorganization, it will redeem
the shares received by it in the Reorganization that are
attributable to its "seed money" investment in the Fund.
The exchange transaction between the Fund and the
Oppenheimer Fund together with the liquidation of the Fund will
be effected by the Oppenheimer Fund crediting to each shareholder
of JP Fund on the Oppenheimer Fund's share records the
appropriate number of shares of beneficial interest, whereupon
the shareholder's shares of Fund stock will be canceled. No
share certificates for such shares of beneficial interest will be
issued to the shareholders of the Fund unless a special request
is made therefor. (To the extent necessary, fractional shares of
the Oppenheimer Fund will be issued in the Reorganization as an
entry on the books of the Oppenheimer Fund.) After the Closing
Date, however, it will be necessary for former Fund shareholders
to surrender their Fund share certificates in order to redeem,
transfer, or pledge the Oppenheimer Fund shares constructively
received by them in the Reorganization.
Representations
Our opinion is conditioned upon the accuracy of the
following representations as of the Closing Date. (Authorized
representatives of the Fund, JPLIC and the Oppenheimer Fund will
represent to us that these representations, as well as the facts
described elsewhere in this opinion as applicable to such party,
are true and correct.)
(a) The fair market value of the shares of beneficial
interest of the Oppenheimer Fund to be received by each
shareholder of JP Fund in the liquidation of the Fund
will be equal to the fair market value of the stock of
JP Fund surrendered in exchange therefor.
(b) There is no plan or intention by the shareholders of
the Fund who own 5 percent or more of the stock of the
Fund and, to the best of the knowledge of the
management of the Fund, there is no plan or intention
on the part of the remaining shareholders of such Fund
to sell, exchange, or otherwise dispose of a number of
shares of beneficial interest of the Oppenheimer Fund
to be received in the Reorganization that would reduce
the Fund shareholders' ownership of such shares of
beneficial interest to a number of shares having a
value, as of the Closing Date, of less than 50 percent
of the value of all the formerly outstanding stock of
the Fund as of the same date. For purposes of this
representation, shares of stock of JP Fund or shares of
beneficial interest of Oppenheimer Fund held by
shareholders of the Fund otherwise sold, redeemed, or
disposed of in connection with the Reorganization will
be taken into account, except for shares that are
required to be redeemed in the ordinary course of the
Fund's or Oppenheimer Fund's business as open-end
management investment companies under the 1940 Act (but
taking into account any such redemption by a 5 percent
shareholder and by JPLIC).
(c) There will be no Fund shareholders entitled to
appraisal rights as a result of the Reorganization, no
cash will be paid to the shareholders of JP Fund in
lieu of fractional shares of stock, and no cash or
property other than stock will be received by or
distributed to the shareholders of JP Fund in the
transaction, except for the release of any cash
reserve, as described above.
(d) The Oppenheimer Fund will acquire at least 90 percent
of the fair market value of the net assets and at least
70 percent of the fair market value of the gross assets
held by JP Fund immediately prior to the
Reorganization. For purposes of this representation,
amounts paid by JP Fund to effect all dividends,
distributions, or redemptions (except for dividends,
distributions, and redemptions occurring in the
ordinary course of its business as an open-end
management investment company) immediately preceding,
at the time of, or following the Reorganization,
including any amounts paid to JPLIC, will be included
as assets of the Fund held immediately prior to the
Reorganization.
(e) Except for redemptions in the ordinary course of its
business, the Oppenheimer Fund has no plan or intention
to reacquire any of its stock issued in the
Reorganization.
(f) At the time of the Reorganization, the Oppenheimer Fund
will have no plan or intention to sell or otherwise
dispose of more than 10 percent of the assets of JP
Fund to be acquired in the Reorganization, except for
dispositions to be made in the ordinary course of
business but including any dispositions to fund a
redemption by JPLIC.
(g) The Oppenheimer Fund will assume only the Fund's
liability, if any, for the purchase price of portfolio
securities purchased which have not been settled; any
such liabilities were incurred by JP Fund in the
ordinary course of its business and are associated with
the assets to be transferred.
(h) Following the Reorganization, the Oppenheimer Fund will
use a significant portion of the assets of JP Fund in a
business.
(i) The Oppenheimer Fund, the JP Fund and the shareholders
of the JP Fund will pay their respective transaction
expenses, except for expenses which are solely and
directly related to the Reorganization which will be
paid by their respective investment advisers.
(j) There is no intercorporate indebtedness between the
Oppenheimer Fund and the JP Fund that was issued,
acquired, or will be settled at a discount.
(k) The Oppenheimer Fund does not own, directly or
indirectly, nor has it owned during the past five
years, any stock of JP Fund.
(l) The fair market value of the assets of JP Fund to be
transferred in the transaction to the Oppenheimer Fund
will exceed the sum of the liabilities to be assumed by
the Oppenheimer Fund.
(m) JP Fund is not under the jurisdiction of a court in a
title 11 or similar case within the meaning of section
368(a)(3)(A).
(n) Other than as may result from redemption of Fund shares
in the ordinary course of its business, there will not
be a significant change in the ownership of the Fund
prior to the Reorganization.
(o) The Oppenheimer Fund and the JP Fund have, for all of
their taxable periods, elected to be taxed as regulated
investment companies as defined in section 851, and
after the transaction, Oppenheimer Fund intends to
continue to elect to be taxed as a RIC.
(p) The Oppenheimer Fund and the JP Fund meet the
requirements of section 368(a)(2)(F)(ii).
(q) The sole record shareholder of JP Fund is JPLIC, which
holds such shares: (i) in its own capacity, (ii)
through a separate account (the "Variable Account")
which is registered with the Securities and Exchange
Commission as a unit investment trust under the 1940
Act and is also a segregated asset account under the
insurance laws of the State of North Carolina, and
(iii) through a separate account (the "Unregistered
Account") which is not registered under the 1940 Act
but is a segregated asset account under the insurance
laws of the State of North Carolina. Each of the
Variable Account and the Unregistered Account is
administered and accounted for as part of the general
business of JPLIC, but its assets are not chargeable
with liabilities arising from the business of any other
separate account or any other business that JPLIC may
conduct. The Variable Account holds only assets
pursuant to variable contracts described in section
817(d) of the Code and meets the diversification
requirements of section 817(h) of the Code. The
Variable Account and the Unregistered Account are
properly taxed as part of JPLIC's operations and are
not separate taxable entities for federal income tax
purposes.
(r) The variable annuity contracts issued by JPLIC through
the Variable Account and the Unregistered Account will
not differ materially as a result of the
Reorganization.
Opinion
Based on our analysis of the Internal Revenue Code of 1986,
as amended, the Income Tax Regulations, case law, published and
private rulings of the Internal Revenue Service, and other
relevant legal authority, and in view of facts summarized above
and the representations set forth above, it is our opinion that
the following federal income tax consequences will result from
the Reorganization:
1. The Reorganization will constitute a "reorganization"
within the meaning of section 368(a)(1)(C), and the
Fund and the Oppenheimer Fund will be a "party to a
reorganization" within the meaning of section 368(b).
2. No gain or loss will be recognized by the Fund on the
transfer of its assets to the Oppenheimer Fund in
exchange solely for the shares of beneficial interest
and the Oppenheimer Fund's assumption of certain Fund
liabilities (if any) and the subsequent distribution by
the Fund of those shares to the shareholders of the
Fund. Section 361.
3. No gain or loss will be recognized by the Oppenheimer
Fund on receipt of the assets transferred to it by the
Fund in exchange for the shares of Oppenheimer Fund and
the assumption of certain of the Fund's liabilities, if
any. Section 1032.
4. The Oppenheimer Fund's basis in the assets received
from the Fund will be the same as the Fund's tax basis
for the assets immediately before the Reorganization.
Section 362(b).
5. The Oppenheimer Fund's holding period for the
transferred assets will include the Fund's holding
period therefor. Section 1223(2).
6. No gain or loss will be recognized by the shareholders
of the Fund on the exchange of their Fund shares solely
for shares of the Oppenheimer Fund. Section 354.
7. The basis of the Oppenheimer Fund shares to be received
by a Fund shareholder in the Reorganization will be the
same as the adjusted basis of that shareholder's Fund
shares surrendered in exchange therefor. Section 358.
8. The holding period of the Oppenheimer Fund shares
received by a Fund shareholder will include the
shareholder's holding period for the Fund shares
surrendered in exchange therefor, provided such Fund
shares were held as capital assets on the Closing Date.
Section 1223(1).
9. The Oppenheimer Fund will succeed to and take into
account the items of the Fund described in section
381(c), including any earnings and profits, or deficit
therein, of the Fund as of the date of the Closing
Date, subject to the conditions and limitations
specified in sections 381, 382, 383, and 384.
10. No gain or loss will be recognized by the owners of
variable contracts issued by JPLIC through the Variable
Account on the transfer of the Fund's assets to the
Oppenheimer Fund in exchange solely for the shares of
beneficial interest of Oppenheimer Fund and the
Oppenheimer Fund's assumption of certain Fund
liabilities (if any) and the subsequent distribution by
the Fund of those shares to the Variable Account and
the Unregistered Account.
* * *
We are furnishing this opinion letter solely for the benefit
of JP Investment Grade Bond Fund, Inc., and Oppenheimer Bond
Fund, a series of Oppenheimer Variable Account Funds, and their
respective boards of directors, trustees and shareholders, and
this letter is not to be used, circulated, or quoted for any
other purpose without our written consent. Our opinion reflects
our interpretation of the provisions of the Internal Revenue Code
of 1986, as amended, as in effect as of the date hereof. Our
opinion is limited to the federal income tax consequences of the
Reorganization; and we express no opinion regarding any state,
local, foreign or other tax or nontax consequences. Absent your
written request, we will revise or update this letter to reflect
subsequent changes in law only through the Closing Date.
Sincerely yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ James L. Dahlberg
James L. Dahlberg
By: /s/ Lori E. Harwell
Lori E. Harwell
