OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
Supplement dated September 25, 1998 to the
Statement of Additional Information dated January 26, 1998
This supplement to the Statement of Additional Information replaces the
supplement dated June 5, 1998 and changes the Statement of Additional
Information as follows:
1. The following added at the end of section captioned "Investment Policies and
Strategies - Foreign Securities" on page 2:
- Risks of Conversion to Euro. On January 1, 1999, eleven countries in the
European Monetary Union will adopt the euro as their official currency.
However, their current currencies (for example, the franc, the mark, and
the lire) will also continue in use until January 1, 2002. After that
date, it is expected that only the euro will be used in those countries. A
common currency is expected to confer some benefits in those markets, by
consolidating the government debt market for those countries and reducing
some currency risks and costs. But the conversion to the new currency will
affect the Fund operationally and also has potential risks, some of which
are listed below. Among other things, the conversion will affect: -
issuers in which the Fund invests, because of changes in the competitive
environment from a consolidated currency market and greater operational
costs from converting to the new currency. This might depress stock
values. - vendors the Fund depends on to carry out its business, such as
its Custodian (which holds the foreign securities the Fund buys), the
Manager (which must price the Fund's investments to deal with the
conversion to the euro) and brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in
settlements and additional costs to the Fund. - exchange contracts and
derivatives that are outstanding during the transition to the euro. The
lack of currency rate calculations between the affected currencies and the
need to update the Fund's contracts could pose extra costs to the Fund.
The Manager is upgrading (at its expense) its computer and
bookkeeping systems to deal with the conversion. The Fund's Custodian has
advised the Manager of its plans to deal with the conversion, including
how it will update its record keeping systems and handle the
redenomination of outstanding foreign debt. The Fund's portfolio manager
will also monitor the effects of the conversion on the issuers in which
the Fund invests. The possible effect of these factors on the Fund's
investments cannot be determined with certainty at this time, but they may
reduce the value of some of the Fund's holdings and increase its
operational costs.
2. Effective June 2, 1998, Robert G. Galli was appointed as a Director of the
Fund. The biographical information below for Mr. Galli is added to the section
captioned "How the Fund is Managed - Directors and Officers of the Fund"
immediately following the information on Thomas W. Courtney on page 19:
Robert G. Galli, Director; Age: 64
19750 Beach Road, Jupiter Island, Florida 33469
Formerly he held the following positions: Vice Chairman of
OppenheimerFunds, Inc. (the "Manager") (October 1995 to December 1997),
Vice President (June 1990 to March 1994) and Counsel of Oppenheimer
Acquisition Corp., the Manager's parent holding company; Executive Vice
President (December 1977 to October 1995), General Counsel and a director
(December 1975 to October 1993) of the Manager; Executive Vice President
and a director of OppenheimerFunds Distributor, Inc. (July 1978 to October
1993); Executive Vice President and a director of HarbourView Asset
Management Corporation (April 1986 to October 1995), an investment adviser
subsidiary of the Manager; Vice President and a director (October 1988 to
October 1993) and Secretary (March 1981 to September 1988) of Centennial
Asset Management Corporation, an investment adviser subsidiary of the
Manager; a director (November 1989 to October 1993) and Executive Vice
President (November 1989 to January 1990) of Shareholder Financial
Services, Inc., a transfer agent subsidiary of the Manager; a director of
Shareholder Services, Inc. (August 1984 to October 1993), a transfer agent
subsidiary of the Manager; a director/trustee of other Oppenheimer funds.
3. The following is added as the last paragraph to the section captioned "How
the Fund is Managed - Deferred Compensation Plan" on page 22:
On June 2, 1998 the Fund adopted a retirement plan that provides for
payment to a retired Director of up to 80% of the average compensation
paid during that Director's five years of service in which the highest
compensation was received. A Director must serve in that capacity for any
of the Oppenheimer Quest Funds, Oppenheimer Rochester Funds or the
Oppenheimer MidCap Fund for at least 15 years to be eligible for the
maximum payment. Because each Director's retirement benefits will depend
on the amount of the Director's future compensation and length of service,
the amount of those benefits cannot be determined as of this time nor can
the Fund estimate the number of years of credited service that will be
used to determine those benefits.
4. The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" starting on page 48 is revised to read as follows:
However, if you redeem Class A shares of the Fund that were acquired by
exchange of Class A shares of other Oppenheimer funds purchased subject to
a Class A contingent deferred sales charge within 18 months of the end of
the calendar month of the purchase of the exchanged Class A shares, the
Class A contingent deferred sales charge is imposed on the redeemed shares
(see "Class A Contingent Deferred Sales Charge" in the Prospectus). (A
different holding period may apply to shares purchased prior to June 1,
1998).
5. The references to the Fund's Custodian "State Street Bank and Trust Company"
appearing on page 52 and the back outside cover are replaced with "Citibank,
N.A." and the address for the new Custodian is 111 Wall Street, New York, New
York 10005.
September 25, 1998 PXO835.006
