OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
Supplement dated June 15, 1999 to the
Prospectus dated February 26, 1999
The Prospectus of Oppenheimer Quest Capital Value Fund, Inc. is amended by
adding the following to the end of the section captioned "How the Fund is
Managed" on page 14 thereof:
AAt a meeting held on June 1, 1999, the Board of Directors of the Fund
determined that it is in the best interest of the Fund's shareholders that
the Fund reorganize with and into Oppenheimer Quest Balanced Value Fund
("Balanced Fund"). The Board unanimously approved an agreement and plan of
reorganization to be entered into between these funds (the "reorganization
plan") and the _____ transactions _____ contemplated _____ thereby _____
(the "reorganization"). The Board further determined that the
reorganization should be submitted to the Fund's shareholders for
approval, and recommended that shareholders approve the reorganization.
Pursuant to the reorganization plan, (i) substantially all of the assets
of the Fund would be exchanged for Class A, Class B and Class C shares of
Balanced Fund, (ii) these Class A, Class B and Class C shares of Balanced
Fund would be distributed to the Class A, Class B and Class C shareholders
of the Fund, respectively, (iii) the Fund would be liquidated, and (iv)
the outstanding shares of the Fund would be canceled. It is expected that
the reorganization will be tax-free, pursuant to Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended, and the Fund will request an
opinion of tax counsel to that effect.
A meeting of the shareholders of the Fund is expected to be held on or
about October 15, 1999 to vote on the reorganization. Approval of the
reorganization requires the affirmative vote of two-thirds of the
outstanding shares of the Fund. Details about the proposed reorganization
will be contained in a proxy statement and other soliciting materials
which will be mailed in late August, 1999 to Fund shareholders of record
on the record date (expected to be August 5, 1999). Persons who became
shareholders of the Fund after the record date for the shareholder meeting
will not be entitled to vote on the reorganization.@
June 15, 1999
N1A/835/PS0835.007
