OPPENHEIMER DISCOVERY FUND
Supplement dated September 2, 1997 to the
Prospectus dated January 15, 1997
The Prospectus is changed as follows:
1. The Supplement dated May 1, 1997 to the Prospectus is replaced by this
Supplement.
2. The first footnote under the "Shareholder Transaction Expenses" table on
page 3 is revised to read as follows:
(1) If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans", as defined in "Buying Class A Shares - Class A
Contingent Deferred Sales Charge" on page 29) in Class A shares, you may
have to pay a sales charge of up to 1% if you sell your shares within 12
calendar months (18 months for shares purchased prior to May 1, 1997)
from the end of the calendar month during which you purchased those
shares. See "How to Buy Shares - Buying Class A Shares", below.
3. The second sentence in the sub-section captioned "Who Manages the Fund " in
"A Brief Overview of the Fund " on page 6 is revised to read as follows:
The Fund's portfolio managers, who are primarily responsible for the
selection of the Fund's securities, are Jay W. Tracey, III and Alan
Gilston.
4. The sub-section captioned "Portfolio Manager" in "How the Fund is
Managed-The Manager and Its Affiliates" on page 18 is revised as follows:
o Portfolio Manager. The portfolio managers of the Fund are Jay W.
Tracey, III and Alan Gilston. Messrs. Tracey and Gilston are the persons
principally responsible for the day-to-day management of the Fund's
portfolio.
Mr. Tracey has been a portfolio manager of the Fund since September,
1994 and from October, 1991 to February 1994. In his most recent previous
position, Mr. Tracey was a managing director of Buckingham Capital
Management. Prior to initially joining the Manager, Mr. Tracey was a Senior
Vice President of Founders Asset Management, Inc. (a mutual fund adviser),
prior to which he was a securities analyst and portfolio manager for Berger
Associates, Inc. (investment adviser). During the past five years, Mr.
Tracey has also served as an officer and portfolio manager for other
Oppenheimer funds.
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Mr. Gilston has been a portfolio manager of the Fund since September,
1997. Prior to joining the Manager, Mr. Gilston was a Vice President and
portfolio manager at Schroder Capital Management International, Inc.
5. In "Class A Shares" under "Classes of Shares" on page 24, the second sentence
is replaced by the following: "If you purchase Class A shares as part of an
investment of at least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent deferred
sales charge."
6. The following is added to "Which Class of Shares Should You Choose? - How
Does it Affect Payments To My Broker?" on page 27: "The Distributor may pay
additional periodic compensation from its own resources to securities dealers or
financial institutions based upon the value of shares of the Fund owned by the
dealer or financial institution for its own account or for its customers."
7. In the second paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 29 the first sentence is replaced by the
following:
The Distributor pays dealers of record commission on those purchases in
an amount equal to (I) 1.0% for non-Retirement Plan accounts, and (ii)
for Retirement Plan accounts, 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,
calculated on a calendar year basis.
8. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 30, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within
18 months of the end of the calendar month of their purchase, a
contingent deferred sales charge (called the "Class A contingent deferred
sales charge") may be deducted from the redemption proceeds. A Class A
contingent deferred sales charge may be deducted from the redemption
proceeds of any of those shares purchased on or after May 1, 1997 that
are redeemed within 12 months of the end of the calendar month of their
purchase.
9. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 31 is replaced by the
following: "The Distributor will add the value, at current offering price, of
the shares you previously purchased and currently own to the value of current
purchases to determine the sales charge rate that applies."
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10. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 33 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales
commission 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);
o if, at the time of purchase of shares (on or after May 1, 1997)
the dealer agrees in writing to accept the dealer's portion of the sales
commission in installments of 1/12th of the commission per month (and no
further commission will be payable if the shares are redeemed within 12
months of purchase);
11. The following subparagraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 33:
o for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of all of
the Oppenheimer funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
12. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 36:
If a dealer has a special agreement with the Distributor, the Distributor
will pay the Class B service fee and the asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
13. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 37:
If a dealer has a special agreement with the Distributor, the Distributor
shall pay the Class C service fee and asset-based sales charge to the
dealer quarterly in lieu of paying the sales commission and service fee
advance at the time of purchase.
14. The introductory phrase in the fifth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 37 is replaced with the following and a new sub-section (6) is added as
follows:
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o distributions from OppenheimerFunds prototype 401(k) plans
and from certain Massachusetts Mutual Life Insurance Company
prototype 401(k) plans . . . or (6) for loans to participants or
beneficiaries.
15. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 38:
o Distributions from 401(k) plans sponsored by broker-dealers that have entered
into a special agreement with the Distributor allowing this waiver.
16. The section captioned "Special Investor Services" on page 38 is revised by
adding the following after the sub-section captioned "PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997, requests for
certain account transactions may be sent to the Transfer Agent by fax
(telecopier). Please call 1-800-525-7048 for information about which
transactions are included. Transaction requests submitted by fax are
subject to the same rules and restrictions as written and telephone
requests described in this Prospectus.
September 2, 1997 PS0500.012
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OPPENHEIMER DISCOVERY FUND
Supplement dated September 2, 1997 to the
Statement of Additional Information dated January 15, 1997
The Statement of Additional Information is amended as follows:
1. The following is added as a fifth biographical paragraph in the section "How
the Fund is Managed - Trustees and Officers of the Fund" on page 17:
Alan Gilston, Vice President and Portfolio Manager
Vice President of the Manager; formerly a Vice President and portfolio manager
at Schroder Capital Management International, Inc.
September 2, 1997 PX0500.004
