OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
Supplement dated November 15, 1999 to the
Prospectus dated February 26, 1999
The Prospectus is supplemented as follows:
OpCap Advisors is the Sub-Advisor to the Fund pursuant to a
Sub-Advisory Agreement with the Fund's investment manager, OppenheimerFunds,
Inc. (the "Manager"). The Sub-Advisor is a majority-owned subsidiary of
Oppenheimer Capital. Oppenheimer Capital is an indirect wholly-owned subsidiary
of PIMCO Advisors L.P. The general partners of PIMCO Advisors are PIMCO
Partners, G.P. and PIMCO Advisors Holdings L.P. On October 31, 1999, PIMCO
Advisors, PIMCO Advisors Holdings and Allianz AG announced that they had entered
into an agreement in which Allianz will acquire majority ownership of PIMCO
Advisors and its subsidiaries, including Oppenheimer Capital and OpCap Advisors.
That transaction is currently expected to be completed by the end of the first
quarter of 2000. Allianz is the world's second largest insurance company and a
leading provider of financial services with current assets under management of
more that $390 billion.
Under the Investment Company Act, the acquisition of PIMCO Advisors and
its subsidiaries by Allianz could be deemed to be an "assignment" of the
Sub-Advisory Agreement between OpCap Advisors and the Manager. In that case,
approval of the Fund's shareholders is needed to continue the Sub-Advisory
Agreement. The Fund expects to advise shareholders about a shareholder meeting
for such purpose in the near future. The consummation of the Allianz acquisition
of PIMCO Advisors would be subject to the Fund's shareholders approving the
continuation of the Sub-Advisory Agreement along with approval by shareholders
of other funds having similar sub-advisory arrangements between OpCap Advisors
and the Manager. Other customary closing conditions and regulatory consents are
also required.
Allianz currently has certain affiliates, including Dresdner Bank AG,
Deutsche Bank AG, Munich Re, and Hypo Vereinsbank. Those entities, as well as
certain broker-dealers controlled by or affiliated with those entities, such as
Bankers Trust Company and BT Alex Brown, Inc., would be considered affiliated
brokers of the Sub-Advisor after the Allianz transaction. The Investment Company
Act places restrictions on transactions by a Fund and affiliated brokers. Once
the Allianz transaction is consummated, the Fund would generally be precluded
from effecting principal transactions with these affiliated brokers unless the
Fund obtains exemptive relief from the SEC. Its ability to purchase securities
underwritten by an affiliated broker or to use the affiliated brokers for agency
transactions would be subject to restrictions. The Sub-Advisor has advised the
Fund and the Manager that it does not believe that the restrictions on
transactions with the affiliated brokers described above will have a material
negative effect on its ability to provide services to the Fund, the Fund's
ability to take advantage of investment opportunities, or on the Fund's
overall performance.
This Prospectus will be further supplemented if the Allianz transaction
does not occur substantially as described above.
November 15, 1999 ps835.008
