HERITAGE CAPITAL APPRECIATION TRUST
497, 1999-06-22
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                              HERITAGE EQUITY FUNDS
     SUPPLEMENT DATED JUNE 22, 1999 TO THE PROSPECTUS DATED JANUARY 4, 1999


           REVISED PAYMENTS OF CLASS A PURCHASES OF $1 MILLION OR MORE
           -----------------------------------------------------------

         Effective July 1, 1999, the following  replaces the second  footnote on
page 23 of the Prospectus:

         (2)  For purchases of $1 million or more, Heritage may pay from its own
              resources to the  Distributor,  up to 1.00% of the purchase amount
              on the first $3  million  and 0.80% on  assets  thereafter.  These
              shares purchased will then be subject to an 18-month CDSC of 1.00%
              and Heritage will retain the initial year's Rule 12b-1 fees.

                   ADDITION TO WAIVER OF CLASS A SALES CHARGES
                   -------------------------------------------

         The  section  "Waiver  of  Class  A  Sales  Charge"  on  page 25 of the
Prospectus is supplemented as follows:

         Class A shares  also may be sold at net asset  value  without any sales
         charge to individual  retirement  accounts,  qualified retirement plans
         and taxable accounts that execute transactions through a single omnibus
         account  per fund that is  maintained  by a  financial  institution  or
         service organization that has entered into an acceptable administrative
         or similar agreement with the applicable Heritage mutual fund, Heritage
         or the funds' distributor.

                               GROWTH EQUITY FUND
                               ------------------

         Effective  April 1,  1999,  Mr.  Ashi  Parikh,  Managing  Director  and
Portfolio  Manager for the large  capitalization  Growth Equity Program at Eagle
Asset  Management,  Inc.  ("Eagle"),  started as the  portfolio  manager for the
Heritage Series Trust - Growth Equity Fund. As a result, the following paragraph
replaces  the  section  titled "Who is the  Portfolio  Manager" on page 8 of the
Prospectus:

              WHO IS THE PORTFOLIO MANAGER.  Mr. Ashi Parikh,  Managing Director
         and  Portfolio  Manager  for the  large  capitalization  Growth  Equity
         Program at Eagle is responsible  for the  day-to-day  management of the
         Fund.


         Also,  on page 21, the  following  information  replaces  the  existing
paragraph under "Growth Equity Fund":

         o    GROWTH  EQUITY  FUND - Ashi  Parikh has been  responsible  for the
              day-to-day  management  of the Fund since  April  1999.  Mr.  Ashi
              Parikh has served as Managing  Director and Portfolio  Manager for
              the large  capitalization  Growth  Equity  Program at Eagle  since
              April  1999.  Mr.  Parikh  joined  Eagle from Bank One  Investment
              Advisors,  Inc.  where he was  Managing  Director of their  Growth
              Equity  Team and lead  manager  for the One  Group  Large  Company
              Growth Fund and the One Group Growth Opportunities Fund. He joined
              Bank One  Corporation in 1992 and Bank One Investment  Advisors in
              1994.

                                    - OVER -
<PAGE>


                              HERITAGE EQUITY FUNDS
     SUPPLEMENT DATED JUNE 22, 1999 TO THE PROSPECTUS DATED JANUARY 4, 1999

                                VALUE EQUITY FUND

         At their May 14, 1999 special  meeting,  the  shareholders of the Value
Equity Fund approved the appointment of Osprey Partners  Investment  Management,
LLC to serve as an additional subadviser to Heritage Series Trust - Value Equity
Fund.  Osprey commenced  management of all of the Fund's assets on May 18, 1999.
As a result,  the following  paragraph  replaces the section  titled "Who is the
Portfolio Manager" on page 18 of the Prospectus:

                  WHO IS THE PORTFOLIO MANAGER.  Russell S. Tompkins, a Managing
         Partner and the Chief Operating  Officer at Osprey Partners  Investment
         Management, LLC, and Jerome D. Fischer, a Managing Partner and the Head
         of Equity Research at Osprey,  share  responsibility for the day-to-day
         management of the fund's investment portfolio.

         In addition,  the second paragraph in the section titled  "Subadvisers"
on page 20 of the Prospectus is modified as follows:

         o    Eagle  Asset  Management,  Inc.  serves as the  subadviser  to the
              Aggressive Growth Fund, the Capital Appreciation Trust, the Growth
              Equity Fund, the Income-Growth Trust, the Mid Cap Growth Fund, the
              Small Cap Stock Fund and the Value Equity Fund. However,  Heritage
              Asset  Management,  Inc.,  the Funds'  manager,  currently has not
              allocated any of the assets of the Capital  Appreciation  Trust or
              the Value Equity Fund to Eagle.

         Also, the following  information is included after the fourth paragraph
in the section title "Subadvisers" on page 20 of the Prospectus:

                  Osprey  Partners   Investment   Management,   LLC  ("Osprey"),
         Shrewsbury  Executive  Center II, 1040 Broad  Street,  Shrewsbury,  New
         Jersey  07702,  was  approved  by  the  shareholders  to  serve  as  an
         additional  subadviser to the Value Equity Fund. Heritage has allocated
         all of the Fund's assets to Osprey. As of February 26, 1999, Osprey had
         approximately $2 billion of assets under its discretionary management.

                  Osprey  manages the Value  Equity Fund using a  value-oriented
         investment style. Osprey uses an investment strategy focusing on:

         o    bottom-up, in-depth research centering on company fundamentals

         o    selecting undervalued stocks with low price/earnings  ratios, high
              dividend  yields,  low debt to total capital  ratios,  significant
              operating cash flow and excellent prospects for growth

         o    identifying financially strong, well-managed companies with market
              leading domestic and global products.

                  Osprey anticipates including the stocks of approximately 30 to
         50  issuers  in  the  Value  Equity  Fund's  portfolio.   Under  normal
         conditions,  each of these companies will have a market  capitalization
         of at least $1 billion at the time of purchase.

         On page 21, the following  information  replaces the existing paragraph
under "Value Equity Fund":

         o    VALUE EQUITY FUND - Russell S. Tompkins and Jerome D. Fischer have
              shared  responsibility for the day-to-day management since May 18,
              1999. Mr. Tompkins has been a Managing Partner and Chief Operating
              Officer  at  Osprey  since  September  1998.  At the  time  of his
              departure from Fox Asset Management,  Inc.  ("Fox"),  Mr. Tompkins
              was  a  Managing  Director,  Director  of  Compliance  and  Senior
              Portfolio Manager from January 1988 to September 1998. Mr. Fischer
              has been a Managing  Partner and Head of Equity Research at Osprey
              since  September  1998. At the time of his departure from Fox, Mr.
              Fischer  also had  served as a  Principal,  Director  of Large Cap
              Equity Research and Senior Portfolio  Manager.  He was employed at
              Fox from July 1992 to September 1998.


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