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Supplement dated November 11, 1999
to the Prospectus dated March 31, 1999
as supplemented August 11, 1999
of OCC Cash Reserves, Inc.
OpCap Advisors, the investment adviser to the Fund (the "Manager"), is a
majority owned subsidiary of Oppenheimer Capital, a registered investment
adviser whose employees perform all investment advisory and management
services provided to the Fund by the Advisor. Oppenheimer Capital is an
indirect wholly owned subsidiary of PIMCO Advisors L.P. ("PIMCO Advisors"), a
registered investment adviser. The general partners of PIMCO Advisors are
PIMCO Partners G.P. and PIMCO Advisors Holdings L.P. ("PAH"). PIMCO Partners,
G.P. is a general partnership between PIMCO Holdings LLC, a Delaware limited
liability company and an indirect wholly-owned subsidiary of Pacific Life
Insurance Company, and PIMCO Partners LLC, a California limited liability
company controlled by the current Managing Directors and two former Managing
Directors of Pacific Investment Management Company, a subsidiary of PIMCO
Advisors. PIMCO Partners, G.P. is the sole general partner of PAH.
On October 31, 1999, PIMCO Advisors, PAH and Allianz AG ("Allianz")
announced that they had reached a definitive agreement pursuant to which Allianz
will acquire majority ownership of PIMCO Advisors and its subsidiaries,
including OpCap Advisors (the "Allianz Transaction"). Under the terms of the
transaction, Allianz will acquire all of PAH, the publicly traded general
partner of PIMCO Advisors. Pacific Life Insurance Company will retain an
approximately 30% interest in PIMCO Advisors. The Allianz 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, particularly in Europe, and is represented in 68
countries world-wide through subsidiaries, branch and representative offices,
and other affiliated entities. Allianz currently has assets under management of
more than $390 billion, and in its last fiscal year wrote approximately $50
billion in gross insurance premiums. After consummation of the transaction, the
combined firms will have over $650 billion in assets under management.
Affiliates of Allianz currently include Dresdner Bank AG, Deutsche Bank AG,
Munich Re, and HypoVereinsbank. These entities, as well as certain
broker-dealers controlled by or affiliated with these entities, such as Bankers
Trust Company and BT Alex Brown, Inc. are considered the "Affiliated Brokers".
Once the Allianz transaction is consummated, absent an SEC exemption or other
relief, the Fund's Portfolios would generally be precluded from effecting
principal transactions with the Affiliated Brokers, and each Portfolio's ability
to purchase securities being underwritten by an Affiliated Broker or to utilize
the Affiliated Brokers for agency transactions would be subject to restrictions.
OpCap Advisors does not believe that
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the restrictions on transactions with the Affiliated Brokers described above
will materially adversely affect its ability, post-closing, to provide services
to the Fund, the ability of the Portfolios to take advantage of market
opportunities, or the overall performance of the Portfolios.
The consummation of the Allianz Transaction is subject to the approval of
the public unitholders of PAH, as well as to certain regulatory and client
approvals, and other conditions customary to transactions of this kind.
This Prospectus will be supplemented or revised if the Allianz Transaction
does not occur substantially as set forth above.
