OPPENHEIMER CASH RESERVES/CO/
N-30D, 1995-03-09
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<PAGE>   1
                              
OPPENHEIMER CASH RESERVES 
Annual Report December 31, 1994 


[FIGURE NUMBER 1] 
Photo of family walking



"I want to 
know my
money will
be there
when I
need it."





[LOGO]

<PAGE>   2

This Fund is for people who want to earn current income while maintaining the
value of their initial investment.

HOW YOUR FUND IS MANAGED

Oppenheimer Cash Reserves seeks maximum current income with stability of
principal while giving you a way to keep a portion of your assets liquid.

      The manager of your Fund looks for maximum yield from money market
securities, such as short-term corporate notes, U.S. government securities,
municipal bonds and repurchase agreements.

      The Fund's dividends accrue daily and are paid monthly. And to offer you
stability of principal, the Fund seeks to maintain a constant $1.00 per share
net asset value (NAV)(1).

PERFORMANCE

The Fund's seven-day annualized yield for Class A shares as of 12/31/94 was
4.91% with compounding, and 4.80% without compounding. For Class B and C shares,
the seven-day annualized yields were 4.25% and 4.22% with compounding, and 4.17%
and 4.13% without compounding, respectively(2).

      Compounded annualized yield for Class A shares for the 12 months ended
12/31/94 was 3.22%. Without compounding, the annualized yield was 3.17%. For
Class B and C shares, compounded annualized yields for the 12 months ended
12/31/94 were 2.55% and 2.52%. Without compounding, they were 2.51% and 2.49%,
respectively(2).

OUTLOOK

"The Fed is likely to raise short-term interest rates at least one more time in
1995. With the portfolio adjustments we've made over the past several months,
the Fund is ready to respond to whatever opportunities the future holds in
store."

                                               Dottie Warmack, Portfolio Manager
                                                               December 31, 1994

1. The Fund is neither insured nor guaranteed by the U.S. government, and there
is no assurance that the Fund will maintain a stable $1 share price in the
future.

2. Compounded yields assume reinvestment of dividends. Past performance is not
indicative of future results.

2 Oppenheimer Cash Reserves

<PAGE>   3

Dear OppenheimerFunds Shareholder,

The past year was a good one for short-term investors. The U.S. Federal Reserve
undertook one of the most aggressive efforts to raise interest rates in its
history, and although the Fed's efforts brought significant uncertainty to the
nation's stock and bond markets, the short-term money markets benefited
throughout the year from rising yields.

      In this environment, your Fund met its objectives well, combining an
attractive short-term yield and share-price stability with daily liquidity and
investment convenience.

      At this writing, we believe that the outlook for the money markets remains
positive. Inflation remains low, and short-term money market investments are
providing attractive inflation-adjusted yields. Given the uncertainties still
surrounding the longer-term investment outlook, many investors are seeking
stable, liquid, short-term investments that provide dependable returns, and our
money market funds offer conservative investors an excellent option for their
short-term funds.

      The reason has to do with our approach to short-term investing, a
disciplined one designed to identify money market instruments that seem
especially attractive when compared to others in the market, and to avoid those
that seem to carry unnecessary risks. Although your managers are always looking
for opportunities to enhance portfolio income by monitoring yield differentials
in the nation's money markets, principal stability is their top priority.

      In closing, we want to welcome new investors to the Fund and to thank
those who have been with us for some time.

      We appreciate your trust in the OppenheimerFunds and we look forward to
helping you meet your investment objectives in the future.

[FIGURE NUMBER 2]
Photo of James C. Swain

James C. Swain
Chairman
Oppenheimer
Cash Reserves

[FIGURE NUMBER 3]
Photo of Jon S. Fossel

Jon S. Fossel
President
Oppenheimer
Cash Reserves

Jamens C. Swain                                   Jon S. Fossel
- --------------                                    -------------
James C. Swain                                    Jon S. Fossel
January 23, 1995

3 Oppenheimer Cash Reserves
<PAGE>   4

At right:
Portfolio Manager
Dottie Warmack

Q + A

[FIGURE NUMBER 4]
Photo of Dottie Warmack

An interview with your Fund's manager.

SHORT-TERM INTEREST RATES ROSE DRAMATICALLY OVER THE PAST 12 MONTHS; HOW DID YOU
POSITION THE FUND'S PORTFOLIO TO CAPITALIZE ON RISING RATES?

We took several steps to capitalize on rising interest rates. Most important, we
steadily shortened the Fund's average maturity during 1994, reducing it from 34
days on January 1 to 26 days at December 31.

DID YOU CHANGE THE COMPOSITION OF THE PORTFOLIO'S HOLDINGS?

Not in any major way. We continued to maintain substantial positions in
overnight investments, floating-rate notes, and variable-rate instruments,
targeting maturities to Federal Reserve Board meeting dates.

      At year end, overnight, variable-rate and floating-rate investments
accounted for 23% of the Fund's net assets.1

IN PAST REPORTS, YOU'VE MENTIONED THAT YOU TAKE A "BARBELL" APPROACH TO
PORTFOLIO CONSTRUCTION. WHAT DOES THAT MEAN?

Basically it means that we concentrate our investments at the very short and
long-term ends of the money market investment spectrum.

      As I mentioned, as interest rates rose during the year, we increased the
Fund's holdings of overnight instruments and other investments whose yields
respond rapidly to changing interest rates. At the same time, as interest rates
continue to increase, we are also extending the maturities of some of the
portfolio's holdings in an effort to "lock in" high rates for an extended
period.

WHAT ARE THE BENEFITS OF THIS BARBELL APPROACH?

There are several, but one stands out: Its success doesn't depend on the ability
to pre-dict changes in the economy or interest rates. That's some-thing no one
can do accu-rately with any consistency. With our barbell approach, we don't
need to forecast interest rates for the Fund to meet its objectives. The Fund,
instead, provides attractive returns and principal stability in any interest
rate environment.

WHAT'S YOUR OUTLOOK FOR THE FUND?

We think the outlook is very positive. With interest rates and inflation at
their current levels, the Fund is providing attractive inflation-adjusted
returns along with principal stability, and we don't see conditions changing
significantly in the near term. The combi-nation of income and stability the
Fund provides should continue to benefit investors looking for a safe place to
invest their short-term funds.-

1. The Fund's portfolio is subject to change.

4 Oppenheimer Cash Reserves

<PAGE>   5


                                  STATEMENT OF INVESTMENTS   December 31, 1994
<TABLE>
<CAPTION>

                                                                                                          FACE          MARKET VALUE
                                                                                                          AMOUNT        SEE NOTE 1
                                                                                                          ------        ------------
<S>                               <C>                                                                     <C>           <C>
CERTIFICATES OF DEPOSIT--2.6%
DOMESTIC CERTIFICATES             Huntington National Bank, 5.82%, 1/4/95 (Cost $3,999,207)(1)            $4,000,000    $3,999,207
OF DEPOSIT--2.6%

DIRECT BANK OBLIGATIONS--2.0%

                                  FCC National Bank, 5.82%, 1/4/95 (Cost $2,997,713)(1)                    3,000,000     2,997,713

LETTERS OF CREDIT--7.9%

                                  Credit Suisse, guaranteeing commercial paper of:

                                  Queensland Alumina Ltd., 5.82%, 2/3/95                                   5,000,000     4,973,325
                                  Mitsubishi Bank Ltd., guaranteeing commercial paper of:
                                  Mitsubishi Motors Credit of America, 5.45%, 1/13/95                      4,000,000     3,992,733
                                  Sanwa Bank Ltd., guaranteeing commercial paper of:

                                  Orix America, Inc., 5.72%, 1/10/95(2)                                    3,000,000     2,995,710
                                                                                                                        ----------
                                  Total Letters of Credit (Cost $11,961,768)                                            11,961,768

SHORT-TERM NOTES--79.7%

ASSET-BACKED--7.9%                Cooperative Association of Tractor Dealers, Inc.:

                                  5.72%, 1/12/95                                                           1,700,000     1,697,029
                                  6.10%, 1/13/95                                                           3,300,000     3,293,290
                                  CXC, Inc., 5.75%, 2/10/95                                                5,000,000     4,968,056
                                  CXC, Inc., 6%, 2/1/95(2)                                                 2,000,000     1,989,666
                                                                                                                        ----------
                                                                                                                        11,948,041

BANKS--11.1%                      Bankers Trust New York Corp., 5.64%, 1/3/95(1) (2) (3)                   2,000,000     1,999,796
                                  Chase Manhattan Corp., 5.40%, 1/17/95                                    5,000,000     4,988,000
                                  CoreStates Capital Corp., 6.17%, 2/7/95                                  5,000,000     4,968,293
                                  NationsBank Corp., 5.42%, 1/18/95                                        5,000,000     4,987,203
                                                                                                                        ----------
                                                                                                                        16,943,292

BEVERAGES: SOFT DRINKS--3.3%      Coca-Cola Enterprises, Inc., 5.80%, 2/13/95(2)                           5,000,000     4,965,361

BROKER/DEALERS--8.1%              Bear Stearns Cos., Inc., 6.241%, 1/6/95(1)                               3,000,000     3,000,000

                                  Lehman Brothers Holdings, Inc.:

                                  5.61%, 1/12/95                                                           2,000,000     2,000,000
                                  6.22%, 1/3/95(1)                                                           800,000       800,000
                                  6.733%, 2/15/95(1)                                                       1,500,000     1,501,365

                                  Morgan Stanley Group, Inc., 5.49%, 1/3/95(1)                             5,000,000     5,000,000
                                                                                                                        ----------
                                                                                                                        12,301,365

CONGLOMERATES--2.7%               Mitsubishi International Corp., 5.82%, 2/15/95                           4,200,000     4,169,443

CONSUMER FINANCE                  Sears Roebuck Acceptance Corp., 5.10%, 1/23/95                           5,000,000     4,984,417
(PERSONAL LOANS)--3.3%
</TABLE>


                                  5  Oppenheimer Cash Reserves

<PAGE>   6

                                  STATEMENT OF INVESTMENTS   (Continued)
<TABLE>
<CAPTION>

                                                                                                       FACE          MARKET VALUE
                                                                                                       AMOUNT        SEE NOTE 1
                                                                                                       ------        ------------
<S>                               <C>                                                                  <C>           <C>         
DIVERSIFIED FINANCE--10.8%        General Electric Capital Corp., 5.79%, 1/3/95(1)                     $6,000,000    $  5,996,833
                                  General Motors Acceptance Corp., 6.20%, 2/9/95                        2,000,000       1,986,567
                                  ITT Financial Corp., 5.83%, 2/15/95                                   5,000,000       4,963,563
                                  Transamerica Finance Corp., 5.10%, 2/3/95                             3,500,000       3,483,637
                                                                                                                     ------------  
                                                                                                                       16,430,600

ELECTRIC COMPANIES--0.7%          Vattenfall Treasury, Inc., guaranteed by Vattenfall

                                  AB, 6.10%, 1/11/95                                                    1,000,000         998,306

FACTORING--4.6%                   CSW Credit, Inc.:

                                  5.70%, 1/9/95                                                         4,000,000       3,994,933
                                  6.12%, 2/14/95                                                        3,000,000       2,977,560
                                                                                                                     ------------
                                                                                                                        6,972,493

FINANCIAL SERVICES:               Countrywide Funding Corp., 6.20%, 1/3/95                              5,700,000       5,698,037
MISCELLANEOUS--3.8%

HOUSEWARES--1.3%                  Newell Co., 6.20%, 2/7/95(2)                                          2,000,000       1,987,256

LEASE FINANCING--9.1%             International Lease Finance Corp.:

                                  5.85%, 2/24/95                                                        5,000,000       4,956,125
                                  6%, 2/3/95                                                            2,000,000       1,989,000
                                  Sanwa Business Credit Corp.:

                                  6.08%, 2/21/95                                                        5,000,000       4,956,933
                                  6.14%, 2/10/95                                                        2,000,000       1,986,356
                                                                                                                     ------------
                                                                                                                       13,888,414

OIL: INTEGRATED

INTERNATIONAL--3.9%               Texaco, Inc., 6%, 2/3/95                                              6,000,000       5,967,000

RETAIL STORES: DEPARTMENT,        St. Michael Finance Ltd., guaranteed by
GENERAL AND SPECIALTY--1.4%       Marks & Spencer PLC, 5.09%, 2/9/95                                    2,121,000       2,109,304


TECHNOLOGY--3.3%                  Electronic Data Systems Corp., 5.95%, 2/15/95                         5,000,000       4,962,813

TELECOMMUNICATIONS--4.4%          NYNEX Corp., 6.25%, 1/31/95                                           6,755,000       6,719,818
                                                                                                                     ------------
                                  Total Short-Term Notes (Cost $121,045,960)                                          121,045,960

U.S. GOVERNMENT OBLIGATIONS--4.8%

                                  Small Business Administration, 6.125%--10.375%, 1/1/95(1)
                                  (Cost $7,240,485)                                                     6,906,360       7,240,485

TOTAL INVESTMENTS, AT VALUE (COST $147,245,133)                                                              97.0%    147,245,133
OTHER ASSETS NET OF LIABILITIES                                                                               3.0       4,523,682
                                                                                                       ----------    ------------  
NET ASSETS                                                                                                  100.0%   $151,768,815
                                                                                                       ==========    ============
</TABLE>

                                   1. Variable rate security. The interest rate,
                                   which is based on specific, or an index of,
                                   market interest rates, is subject to change
                                   periodically and is the effective rate on
                                   December 31, 1994.

                                   2. Security purchased in private placement
                                   transaction, without registration under the
                                   Securities Act of 1933 (the Act). The
                                   securities are carried at amortized cost, and
                                   amount to $13,937,789, or 9.18% of the Fund's
                                   net assets.

                                   3. In addition to being restricted, the
                                   security is considered illiquid by virtue of
                                   the absence of a readily available market or
                                   because of legal or contractual restrictions
                                   on resale. Illiquid securities amounted to
                                   $1,999,796, or 1.32% of the Fund's net
                                   assets, at December 31, 1994. The Fund may
                                   not invest more than 10% of its net assets in
                                   illiquid securities.

                                   See accompanying Notes to Financial
                                   Statements.

                                   6 Oppenheimer Cash Reserves

<PAGE>   7

                      STATEMENT OF ASSETS AND LIABILITIES   December 31, 1994
<TABLE>

<S>                   <C>                                                                                           <C>         
ASSETS                Investments, at value (cost $147,245,133)--see accompanying statement                         $147,245,133
                      Cash                                                                                             1,141,754
                      Receivables:

                      Shares of beneficial interest sold                                                               7,536,741
                      Interest and principal paydowns                                                                    468,608
                      Other                                                                                               24,609
                                                                                                                    ------------
                      Total assets                                                                                   156,416,845

LIABILITIES           Payables and other liabilities:

                      Shares of beneficial interest redeemed                                                           4,533,205
                      Service plan fees--Note 3                                                                           45,503
                      Other                                                                                               69,322
                                                                                                                    ------------
                      Total liabilities                                                                                4,648,030

NET ASSETS                                                                                                          $151,768,815
                                                                                                                    ============

COMPOSITION OF        Paid-in capital                                                                               $151,768,580
NET ASSETS            Accumulated net realized gain (loss) from investment transactions                                      235
                                                                                                                    ------------
                      Net assets                                                                                    $151,768,815
                                                                                                                    ============
NET ASSET VALUE       Class A Shares:

PER SHARE             Net asset value, redemption price and offering price per share (based on net assets
                      of $99,361,278 and 99,415,055 shares of beneficial interest outstanding)                             $1.00

                      Class B Shares:
                      Net asset value, redemption price and offering price per share (based on net assets

                      of $46,803,315 and 46,803,840 shares of beneficial interest outstanding)                             $1.00
                      Class C Shares:

                      Net asset value, redemption price and offering price per share (based on net assets
                      of $5,604,222 and 5,604,372 shares of beneficial interest outstanding)                               $1.00
</TABLE>

                      See accompanying Notes to Financial Statements.

                      7  Oppenheimer Cash Reserves

<PAGE>   8

                      STATEMENT OF OPERATIONS For the Year Ended December 31,
                      1994
<TABLE>

<S>                   <C>                                                                                       <C>       
INVESTMENT INCOME     Interest                                                                                  $5,172,716

EXPENSES              Management fees--Note 3                                                                      555,481
                      Distribution and service plan fees:
                      Class A--Note 3                                                                              170,107
                      Class B--Note 3                                                                              158,745
                      Class C--Note 3                                                                               15,695
                      Transfer and shareholder servicing agent fees--Note 3                                        459,724
                      Shareholder reports                                                                          100,623
                      Custodian fees and expenses                                                                   13,465
                      Legal and auditing fees                                                                       11,643
                      Trustees' fees and expenses                                                                      488
                      Registration and filing fees:

                      Class A                                                                                       75,369
                      Class B                                                                                        6,965
                      Class C                                                                                          264
                      Other                                                                                         35,905
                                                                                                                ----------
                      Total expenses                                                                             1,604,474

NET INVESTMENT INCOME (LOSS)                                                                                     3,568,242

NET REALIZED GAIN (LOSS) ON INVESTMENTS                                                                                 56

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                 $3,568,298
                                                                                                                ==========
</TABLE>


                      See accompanying Notes to Financial Statements.

                      8 Oppenheimer Cash Reserves


<PAGE>   9





                          STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                                 YEAR ENDED DECEMBER 31,
                                                                                                 1994             1993
                                                                                                 -----------------------------
<S>                       <C>                                                                    <C>               <C>        
OPERATIONS                Net investment income (loss)                                           $  3,568,242      $ 1,534,041
                          Net realized gain (loss) on investments                                          56           26,607
                                                                                                 ------------      -----------  
                          Net increase (decrease) in net assets resulting from operations           3,568,298        1,560,648

DIVIDENDS AND             Class A                                                                  (2,852,731)      (1,558,195)
DISTRIBUTIONS TO          Class B                                                                    (648,288)          (2,764)
SHAREHOLDERS              Class C                                                                     (67,223)              (2)

BENEFICIAL INTEREST       Net increase (decrease) in net assets resulting from

TRANSACTIONS              Class A beneficial interest transactions--Note 2                         28,436,616      (18,342,061)
                          Net increase (decrease) in net assets resulting from
                          Class B beneficial interest transactions--Note 2                         46,175,820          628,020
                          Net increase (decrease) in net assets resulting from

                          Class C beneficial interest transactions--Note 2                          5,603,372            1,000

NET ASSETS                Total increase (decrease)                                                80,215,864      (17,713,354)
                          Beginning of period                                                      71,552,951       89,266,305
                                                                                                 ------------      -----------

                          End of period                                                          $151,768,815      $71,552,951
                                                                                                 ============      ===========
</TABLE>

                          See accompanying Notes to Financial Statements.

                          9 Oppenheimer Cash Reserves

<PAGE>   10

                                                        FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                                       CLASS A
                                                       ----------------------------------------------------------
                                                       YEAR ENDED     
                                                       DECEMBER 31,
                                                       1994           1993         1992         1991       1990
                                                       ----           ----         ----         ----       ----
<S>                                                    <C>            <C>          <C>          <C>        <C>    
PER SHARE OPERATING DATA:

Net asset value, beginning of period                     $1.00          $1.00         $1.00        $1.00     $1.00

Income from investment operations--
net investment income and net realized
gain on investments                                        .03            .02           .03          .06       .07
                                                        
Dividends and distributions
to shareholders                                          (.03)          (.02)         (.03)        (.06)     (.07)

Net asset value, end of period                           $1.00          $1.00         $1.00        $1.00     $1.00
                                                         =====          =====         =====        =====     =====

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period
(in thousands)                                         $99,361        $70,924       $89,266     $112,883   $44,293

Average net assets (in thousands)                      $87,908        $76,910      $104,970     $105,352   $32,637

Number of shares outstanding at
end of period (in thousands)                            99,415         70,978        89,320      112,930    44,295

Ratios to average net assets:

Net investment income                                    3.25%          1.99%         3.07%        5.13%     7.32%
Expenses, before voluntary
reimbursement by the Manager                             1.32%          1.55%         1.42%        1.22%     1.29%
Expenses, net of voluntary
reimbursement by the Manager                               N/A            N/A         1.25%        1.15%     1.00%
</TABLE>


<TABLE>
<CAPTION>


                                                                    CLASS B                 CLASS C
                                                                    --------------------    ------------------
                                                                    YEAR ENDED              YEAR ENDED
                                                                    DECEMBER 31,            DECEMBER 31,
                                                       1989(3)      1994         1993(2)    1994       1993(1)
                                                       ------       ----         ----       ----       ---- 

<S>                                                    <C>          <C>          <C>        <C>        <C>   
PER SHARE OPERATING DATA:

Net asset value, beginning of period                     $1.00        $1.00      $1.00       $1.00      $1.00

Income from investment operations--
net investment income and net realized
gain on investments                                        .08          .03         --(4)     .02         --(4)


Dividends and distributions
to shareholders                                           (.08)        (.03)        --(4)    (.02)        --(4)

Net asset value, end of period                           $1.00        $1.00      $1.00      $1.00      $1.00
                                                         =====        =====      =====      =====      =====

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period
(in thousands)                                         $19,227      $46,803       $628     $5,604         $1

Average net assets (in thousands)                       $6,280      $21,262       $454     $2,107         $1

Number of shares outstanding at
end of period (in thousands)                            19,228       46,803        628      5,604          1

Ratios to average net assets:

Net investment income                                     8.10%(5)     3.05%      1.49%(5)   3.19%      1.18%(5)
Expenses, before voluntary
reimbursement by the Manager                              1.74%(5)     1.89%      2.12%(5)   1.90%      2.35%(5)
Expenses, net of voluntary
reimbursement by the Manager                              1.00%(5)      N/A        N/A        N/A        N/A
</TABLE>



                                  1. For the period from December 1, 1993
                                  (inception of offering) to December 31, 1993.

                                  2. For the period from August 17, 1993
                                  (inception of offering) to December 31, 1993.

                                  3. For the period from January 3, 1989
                                  (commencement of operations) to December 31,
                                  1989.

                                  4. Less than $.005 per share.

                                  5. Annualized.

                                  See accompanying Notes to Financial
                                  Statements.

                                  10 Oppenheimer Cash Reserves
<PAGE>   11

                         NOTES TO FINANCIAL STATEMENTS




1. SIGNIFICANT           Oppenheimer Cash Reserves (the Fund) is registered
   ACCOUNTING POLICIES   under the Investment Company Act of 1940, as amended,
                         as a diversified, open-end management investment
                         company. The Fund's investment advisor is Oppenheimer
                         Management Corporation (the Manager). The Fund offers
                         Class A, Class B and Class C shares. Class B and Class
                         C shares may be subject to a contingent deferred sales
                         charge. All three classes of shares have identical
                         rights to earnings, assets and voting privileges,
                         except that each class has its own distribution plan,
                         expenses directly attributable to a particular class
                         and exclusive voting rights with respect to matters
                         affecting a single class. Class B shares will
                         automatically convert to Class A shares six years after
                         the date of purchase. The following is a summary of
                         significant accounting policies consistently followed
                         by the Fund.

                         INVESTMENT VALUATION. Portfolio securities are valued
                         on the basis of amortized cost, which approximates
                         market value.

                         REPURCHASE AGREEMENTS. The Fund requires the custodian
                         to take possession, to have legally segregated in the
                         Federal Reserve Book Entry System or to have segregated
                         within the custodian's vault, all securities held as
                         collateral for repurchase agreements. The market value
                         of the underlying securities is required to be at least
                         102% of the resale price at the time of purchase. If
                         the seller of the agreement defaults and the value of
                         the collateral declines, or if the seller enters an
                         insolvency proceeding, realization of the value of the
                         collateral by the Fund may be delayed or limited.

                         ALLOCATION OF INCOME, EXPENSES AND GAINS AND LOSSES.
                         Income, expenses (other than those attributable to a
                         specific class) and gains and losses are allocated
                         daily to each class of shares based upon the relative
                         proportion of net assets represented by such class.
                         Operating expenses directly attributable to a specific
                         class are charged against the operations of that class.

                         FEDERAL INCOME TAXES. The Fund intends to continue to
                         comply with provisions of the Internal Revenue Code
                         applicable to regulated investment companies and to
                         distribute all of its taxable income to shareholders.
                         Therefore, no federal income tax provision is required.

                         DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to
                         declare dividends separately for Class A, Class B and
                         Class C shares from net investment income each day the
                         New York Stock Exchange is open for business and pay
                         such dividends monthly. To effect its policy of
                         maintaining a net asset value of $1.00 per share, the
                         Fund may withhold dividends or make distributions of
                         net realized gains.

                         OTHER. Investment transactions are accounted for on the
                         date the investments are purchased or sold (trade
                         date). Realized gains and losses on investments are
                         determined on an identified cost basis, which is the
                         same basis used for federal income tax purposes.

                         11 Oppenheimer Cash Reserves
<PAGE>   12

                        NOTES TO FINANCIAL STATEMENTS   (Continued)

2. SHARES OF
BENEFICIAL INTEREST

                        The Fund has authorized an unlimited number of no par
                        value shares of beneficial interest. Transactions in
                        shares of beneficial interest were as follows:
<TABLE>
<CAPTION>

                                                                    YEAR ENDED DECEMBER 31, 1994     YEAR ENDED DECEMBER 31, 1993(1)
                                                                    ----------------------------     -------------------------------
                                                                    SHARES          AMOUNT           SHARES          AMOUNT
                                                                    ------          ------           ------          ------
                        <S>                                         <C>             <C>              <C>             <C>
                        Class A:

                        Sold                                         298,811,461    $298,811,461      157,166,333    $157,166,333
                        Dividends and distributions reinvested         2,517,663       2,517,663        1,385,219       1,385,219
                        Redeemed                                    (272,892,508)   (272,892,508)    (176,893,613)   (176,893,613)
                                                                    ------------    ------------     ------------    ------------ 
                        Net increase (decrease)                       28,436,616    $ 28,436,616      (18,342,061)   $(18,342,061)
                                                                    ============    ============     ============    ============ 
                        Class B:

                        Sold                                         101,626,173    $101,626,173        2,347,484      $2,347,484
                        Dividends and distributions reinvested           519,118         519,118            1,651           1,651
                        Redeemed                                     (55,969,471)    (55,969,471)      (1,721,115)     (1,721,115)
                                                                    ------------    ------------     ------------    ------------ 
                        Net increase                                  46,175,820    $ 46,175,820          628,020    $    628,020
                                                                    ============    ============     ============    ============ 

                        Class C:

                        Sold                                          11,011,788    $ 11,011,788            1,000    $      1,000
                        Dividends and distributions reinvested            56,507          56,507               --              --
                        Redeemed                                      (5,464,923)     (5,464,923)              --              --
                                                                    ------------    ------------     ------------    ------------ 
                        Net increase                                   5,603,372    $  5,603,372            1,000    $      1,000
                                                                    ============    ============     ============    ============ 
</TABLE>

                        1. For the year ended December 31, 1993 for Class A
                        shares, for the period from August 17, 1993 (inception
                        of offering) to December 31, 1993 for Class B shares and
                        for the period from December 1, 1993 (inception of
                        offering) to December 31, 1993 for Class C shares.


3. MANAGEMENT FEES      Management fees paid to the Manager were in accordance
   AND OTHER            with the investment advisory agreement with the Fund
   TRANSACTIONS         which provides for an annual fee of .50% on the first
   WITH AFFILIATES      $250 million of net assets with a reduction of .025% on
                        each $250 million thereafter, to .40% on net assets in
                        excess of $1 billion. The Manager has agreed to
                        reimburse the Fund if aggregate expenses (with specified
                        exceptions) exceed the most stringent applicable
                        regulatory limit on Fund expenses.

                                      During the year ended December 31, 1994,
                        Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary
                        of the Manager, received contingent deferred sales
                        charges of $273,262 and $9,861, respectively, upon
                        redemption of Class B and Class C shares.

                                      Oppenheimer Shareholder Services (OSS), a
                        division of the Manager, is the transfer and shareholder
                        servicing agent for the Fund, and for other registered
                        investment companies. OSS's total costs of providing
                        such services are allocated ratably to these companies.

                                      Under separate approved plans, Class A may
                        expend up to .20% and Class B and Class C may expend up
                        to .25% of average net assets annually to reimburse OFDI
                        for costs incurred in connection with the personal
                        service and maintenance of accounts that hold shares of
                        the Fund, including amounts paid to brokers, dealers,
                        banks and other institutions. Currently, these service
                        fees are set at 0% for both Class B and Class C. In
                        addition, Class B and Class C shares are subject to an
                        asset-based sales charge of .75% of net assets annually,
                        to reimburse OFDI for sales commissions paid from its
                        own resources at the time of sale and associated
                        financing costs. In the event of termination or
                        discontinuance of the Class B or Class C plan, the Board
                        of Trustees may allow the Fund to continue payment of
                        the asset-based sales charge to OFDI for distribution
                        expenses incurred on Class B or Class C shares sold
                        prior to termination or discontinuance of the plan.
                        During the year ended December 31, 1994, OFDI paid
                        $71,990 to an affiliated broker/dealer as reimbursement
                        for Class A personal service and maintenance expenses
                        and retained $158,749 and $15,696, respectively, as
                        reimbursement for Class B and Class C sales commissions
                        and service fee advances as well as financing costs.

                        12 Oppenheimer Cash Reserves
<PAGE>   13

                        INDEPENDENT AUDITORS' REPORT

                        The Board of Trustees and Shareholders of Oppenheimer
                        Cash Reserves:

                        We have audited the accompanying statement of assets and
                        liabilities, including the statement of investments, of
                        Oppenheimer Cash Reserves as of December 31, 1994, the
                        related statement of operations for the year then ended,
                        the statements of changes in net assets for the years
                        ended December 31, 1994 and 1993, and the financial
                        highlights for the period January 3, 1989 (commencement
                        of operations) to December 31, 1994. These financial
                        statements and financial highlights are the
                        responsibility of the Fund's management. Our
                        responsibility is to express an opinion on these
                        financial statements and financial highlights based on
                        our audits.

                                      We conducted our audits in accordance with
                        generally accepted auditing standards. Those standards
                        require that we plan and perform the audit to obtain
                        reasonable assurance about whether the financial
                        statements and financial highlights are free of material
                        misstatement. An audit also includes examining, on a
                        test basis, evidence supporting the amounts and
                        disclosures in the financial statements. Our procedures
                        included confirmation of securities owned at December
                        31, 1994 by correspondence with the custodian. An audit
                        also includes assessing the accounting principles used
                        and significant estimates made by management, as well as
                        evaluating the overall financial statement presentation.
                        We believe that our audits provide a reasonable basis
                        for our opinion.

                                      In our opinion, such financial statements
                        and financial highlights present fairly, in all material
                        respects, the financial position of Oppenheimer Cash
                        Reserves at December 31, 1994, the results of its
                        operations, the changes in its net assets, and the
                        financial highlights for the respective stated periods,
                        in conformity with generally accepted accounting
                        principles.

                        DELOITTE & TOUCHE LLP

                        Denver, Colorado
                        January 23, 1995

                        13  Oppenheimer Cash Reserves

<PAGE>   14

                        FEDERAL INCOME TAX INFORMATION   (Unaudited)

                        In early 1995, shareholders will receive information
                        regarding all dividends and distributions paid to them
                        by the Fund during calendar year 1994. Regulations of
                        the U.S. Treasury Department require the Fund to report
                        this information to the Internal Revenue Service.

                                      None of the dividends paid by the Fund
                        during the fiscal year ended December 31, 1994 are
                        eligible for the corporate dividend-received deduction.

                                      The foregoing information is presented to
                        assist shareholders in reporting distributions received
                        from the Fund to the Internal Revenue Service. Because
                        of the complexity of the federal regulations which may
                        affect your individual tax return and the many
                        variations in state and local tax regulations, we
                        recommend that you consult your tax advisor for specific
                        guidance.

                        14 Oppenheimer Cash Reserves

<PAGE>   15

OPPENHEIMER CASH RESERVES

OFFICERS AND TRUSTEES      James C. Swain, Chairman and Chief Executive Officer
                           Robert G. Avis, Trustee
                           William A. Baker, Trustee
                           Charles Conrad, Jr., Trustee
                           Jon S. Fossel, Trustee and President
                           Raymond J. Kalinowski, Trustee
                           C. Howard Kast, Trustee
                           Robert M. Kirchner, Trustee
                           Ned M. Steel, Trustee
                           Andrew J. Donohue, Vice President
                           Dorothy G. Warmack, Vice President
                           George C. Bowen, Vice President, Secretary and 
                           Treasurer
                           Robert J. Bishop, Assistant Treasurer
                           Scott Farrar, Assistant Treasurer
                           Robert G. Zack, Assistant Secretary

INVESTMENT ADVISOR         Oppenheimer Management Corporation

DISTRIBUTOR                Oppenheimer Funds Distributor, Inc.


TRANSFER AND SHAREHOLDER   Oppenheimer Shareholder Services
SERVICING AGENT

CUSTODIAN OF               Citibank, N.A.
PORTFOLIO SECURITIES

INDEPENDENT AUDITORS       Deloitte & Touche LLP

LEGAL COUNSEL              Myer, Swanson, Adams & Wolf, P.C.

                           This is a copy of a report to shareholders of
                           Oppenheimer Cash Reserves. This report must be
                           preceded or accompanied by a Prospectus of
                           Oppenheimer Cash Reserves. For material information
                           concerning the Fund, see the Prospectus.

                           15 Oppenheimer Cash Reserves
 <PAGE>

"How may I help you?"

As an OppenheimerFunds shareholder, some special privileges are available to
you. Whether it's automatic investment plans, informative newsletters and
hotlines, or ready account access, you can benefit from services designed to
make investing simple.

      And when you need help, our Customer Service Representatives are only a
toll-free phone call away. They can provide information about your account and
handle administrative requests. You can reach them at our General Information
number.

      When you want to make a transaction, you can do it easily by calling our
toll-free Telephone Transactions number. And, by enrolling in AccountLink, a
convenient service that "links" your OppenheimerFunds accounts and your bank
checking or savings account, you can use the Telephone Transactions number to
make investments.

      For added convenience, you can get auto-mated information with
OppenheimerFunds PhoneLink service, available 24 hours a day, 7 days a week.
PhoneLink gives you access to a variety of fund, account, and market
information. It also gives you the ability to make transactions using your
touch-tone phone. Of course, you can always speak with a Customer Service
Representative during business hours.

      You can count on us whenever you need assistance. That's why the
International Customer Service Association, an indepen-dent, non-profit
organization made up of over 3,200 customer service management professionals
from around the country, hon-ored the OppenheimerFunds' transfer agent,
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.

      So call us today--we're here to help.

INFORMATION

GENERAL INFORMATION
Monday-Friday 8:30 a.m.-8 p.m. ET
Saturday 10 a.m.-2 p.m. ET

1-800-525-7048

TELEPHONE TRANSACTIONS
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-852-8457

PHONELINK
24 hours a day, automated information and transactions

1-800-533-3310

TELECOMMUNICATIONS DEVICE
FOR THE DEAF (TDD)
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-843-4461

OPPENHEIMERFUNDS
INFORMATION HOTLINE 
24 hours a day, timely and insightful 
messages on the economy and 
issues that affect your investments

1-800-835-3104

RA0760.001.0295

           
[FIGURE NUMBER 5]
Photo of Jennifer Leonard

Jennifer Leonard, Customer Service Representative
Oppenheimer Shareholder Services

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Oppenheimer Funds Distributor, Inc                               PAID
P.O. Box 5270                                                    Permit No. 314
Denver, CO 80217-5270                                            Farmingdale, NY


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