OPPENHEIMER DISCOVERY FUND
497, 1999-08-09
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                           OPPENHEIMER DISCOVERY FUND
                     Supplement dated August 9, 1999 to the
                        Prospectus dated January 28, 1999

The Prospectus is changed as follows:

1. This supplement replaces the Fund's prospectus supplement dated June 3, 1999.

2. The section captioned "Portfolio Managers" on page 13 is deleted and replaced
by the following:

      |X| Portfolio  Manager.  Effective  August 9, 1999,  the Fund's  portfolio
      manager  is  Jayne  M.  Stevlingson.  She  is the  individual  principally
      responsible for the day-to-day  management of the Fund's portfolio.  Prior
      to joining the Manager on August 9, 1999, Ms.  Stevlingson was a small-cap
      growth fund portfolio  manager with Morgan  Stanley Dean Witter  Advisors,
      Inc.,  prior to which she was a senior  equity  analyst with Bankers Trust
      Corporation.

3. The following is added after the paragraph  captioned  "How Can I Buy Class C
Shares?" on page 21:

      Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per
      share without  sales charge  directly to certain  institutional  investors
      that have special  agreements with the Distributor for this purpose.  They
      may include  insurance  companies,  registered  investment  companies  and
      employee benefit plans. For example,  Massachusetts  Mutual Life Insurance
      Company,  an affiliate of the Manager,  may purchase Class Y shares of the
      Fund and  other  Oppenheimer  funds  (as  well as Class Y shares  of funds
      advised by MassMutual) for asset allocation programs, investment companies
      or separate  investment  accounts it sponsors and offers to its customers.
      Individual investors are not able to buy Class Y shares directly.

              An  institutional  investor  that  buys  Class  Y  shares  for its
      customers'  accounts may impose charges on those accounts.  The procedures
      for buying, selling,  exchanging and transferring the Fund's other classes
      of shares and the special account  features  available to investors buying
      those other classes of shares do not apply to Class Y shares. An exception
      is that the time those orders must be received by the  Distributor  or its
      agents or by the Transfer Agent is the same for Class Y as for other share
      classes.   However,   those   instructions   must  be   submitted  by  the
      institutional  investor, not by its customers for whose benefit the shares
      are held.

4. The first paragraph under the caption "What does the Fund Invest In?" on page
3 is deleted and replaced with the following:

      The Fund invests  mainly in common  stock,  but can invest in other equity
      securities,  such as preferred  stocks,  convertible  securities and other
      securities having equity features. It focuses its investments primarily on
      common  stocks  of U.S.  companies,  but can also buy  stocks  of  foreign
      companies  that  the  portfolio  manager  believes  has  favorable  growth
      prospects.  The Fund  emphasizes  stocks  of  issuers  that  have a market
      capitalization of less than $3 billion.  As market conditions  change, the
      Manager may increase or decrease that market  capitalization  range. While
      these stocks may be traded on stock exchanges, in many cases the Fund buys
      over-the-counter securities, which entails special risks.

5. The first bullet point under "How Does the Manager Decide What  Securities to
Buy or Sell?" on page 3 is deleted and replaced by the following:

      |_|  Companies  with small  capitalizations,  which the Manager  currently
considers to be under $3 billion.

6. The first sentence  under  "Special  Risks of Small-Cap  Stocks" on page 4 is
deleted and  replaced by the  following:  "The Fund focuses its  investments  on
securities of companies having a market  capitalization up to $3 billion,  which
in many cases are newer companies."

7. The first  paragraph  under the  heading  "The  Fund's  Principal  Investment
Policies" on page 9 is deleted and replaced by the following:

      The composition of the Fund's portfolio will vary over time based upon the
      evaluation  of economic  and market  trends by the  Manager.  Under normal
      market  conditions,  the Fund focuses its investments on common stocks and
      other equity  securities  of U.S. and foreign  growth  companies  having a
      market capitalization of up to $3 billion (measured the time the Fund buys
      the security). The Fund is not required to sell a security if the issuer's
      capitalization grows above $3 billion.


August 9, 1999                                                  PS0500.016

<PAGE>
                           OPPENHEIMER DISCOVERY FUND

                     Supplement dated August 9, 1999 to the
                    Statement of Additional Information dated
                     January 28, 1999, revised June 5, 1999


The Statement of Additional Information is changed as follows:

1. The  biographies  of Jay W.  Tracey III and Alan  Gilston on pages 22 and 23,
respectively, are deleted and replaced by the following:

      Jayne M. Stevlingson,  Vice President and Portfolio Manager; Age: 39.
      Two World Trade Center, New York, New York  10048-0203
      Vice President of the Manager (since August 9, 1999); formerly a small-cap
      growth fund portfolio  manager with Morgan  Stanley Dean Witter  Advisors,
      Inc.,  prior to which she was a senior  equity  analyst with Bankers Trust
      Corporation.





August 9, 1999                                              PX0500.010



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