OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
Supplement dated June 13, 1997 to the
Prospectus dated January 15, 1997
The Prospectus is changed as follows:
1. The Supplement dated May 1, 1997 to the Prospectus is replaced by this
Supplement.
2. The first footnote under the "Shareholder Transaction Expenses" table on page
3 is revised to read as follows:
(1) If you invest $1 million or more ($500,000 or more for purchases by
"Retirement Plans", as defined in "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 27) in Class A shares, you may have to pay a
sales charge of up to 1% if you sell your shares within 12 calendar months (18
months for shares purchased prior to May 1, 1997) from the end of the calendar
month during which you purchased those shares. See "How to Buy Shares - Buying
Class A Shares", below.
3. The following paragraphs are added at the end of "How the Fund is Managed" on
page 26:
The Board of Trustees of the Fund has determined that it is in the best interest
of the Fund's shareholders that the Fund reorganize with and into Oppenheimer
Multiple Strategies Fund. The Board of Trustees unanimously approved the terms
of an Agreement and Plan of Reorganization to be entered into between these
funds (the "Reorganization Plan") and the transactions contemplated (the
transactions are referred to as the "Reorganization"). The Board of Trustees
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 shares of Oppenheimer Multiple
Strategies Fund, (ii) these shares of Oppenheimer Multiple Strategies Fund would
be distributed to the shareholders of the Fund, (iii) the Fund would be
liquidated, and (iv) the
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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 has been scheduled for June 17, 1997 to vote on
the Reorganization. Approval of the Reorganization requires the affirmative vote
of a majority of the outstanding shares of the Fund. The term "majority" is
defined in the Investment Company Act of 1940, as amended, as a special
majority. It is also explained in the Statement of Additional Information. There
is no assurance that the Fund's shareholders will approve the Reorganization.
Details about the Reorganization are contained in a proxy statement and other
soliciting materials which have been sent to the Fund's shareholders of record
as of April 11, 1997. Persons who become shareholders of the Fund after the
record date for the shareholder meeting are not entitled to vote on the
reorganization.
4. In "Class A Shares" under "Classes of Shares" on page 31, the second sentence
is replaced by the following: "If you purchase Class A shares as part of an
investment of at least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial sales charge, but if
you sell any of those shares within 12 months of buying them (18 months if the
shares were purchased prior to May 1, 1997), you may pay a contingent deferred
sales charge."
5. The following is added to "Which Class of Shares Should You Choose? - How
Does it Affect Payments To My Broker?" on page 33: "The Distributor may pay
additional periodic compensation from its own resources to securities dealers or
financial institutions based upon the value of shares of the Fund owned by the
dealer or financial institution for its own account or for its customers."
6. The following paragraph is added as the first paragraph under the heading
"How To Buy Shares - How Much Must You Invest?" on page 33:
Shares of the Fund are not available for sale to new investors, including
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shares purchased by exchange from other Oppenheimer funds, lump-sum purchases
and purchases under an Asset Builder Plan (described on page 34) or by
reinvestment of dividends or distributions from other Oppenheimer funds, or
under the "Reinvestment Privilege" (described on page 45). Existing Fund
shareholders may purchase additional Fund shares through subsequent investments
or reinvestment of Fund dividends or distributions. The foregoing is subject to
the right of the Fund and the Distributor, in their complete discretion, to
modify or terminate the terms of this offer at any time without prior notice.
The remaining sections of this Prospectus are hereby amended to conform to the
terms of this offer.
7. In the second paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 36, the first sentence is replaced by the
following:
The Distributor pays dealers of record commission on those purchases in an
amount equal to (i) 1.0% for non-Retirement Plan accounts, and (ii) for
Retirement Plan accounts, 1.0% of the first $2.5 million, plus 0.50% of the next
$2.5 million, plus 0.25% of purchases over $5 million, calculated on a calendar
year basis.
8. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 36, the first sentence is replaced by the
following:
If you redeem any of those shares purchased prior to May 1, 1997, within 18
months of the end of the calendar month of their purchase, a contingent deferred
sales charge (called the "Class A contingent deferred sales charge") may be
deducted from the redemption proceeds. A Class A contingent deferred sales
charge may be deducted from the redemption proceeds of any of those shares
purchased on or after May 1, 1997 that are redeemed within 12 months of the end
of the calendar month of their purchase.
9. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 37 is replaced by the
following: "The
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Distributor will add the value, at current offering price, of the shares you
previously purchased and currently own to the value of current purchases to
determine the sales charge rate that applies."
10. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 39 is replaced by the following:
o if, at the time of purchase of shares (prior to May 1, 1997) the
dealer agreed in writing to accept the dealer's portion of the sales commission
in installments of 1/18th of the commission per month (and no further commission
will be payable if the shares are redeemed within 18 months of purchase);
o if, at the time of purchase of shares (on or after May 1, 1997) the
dealer agrees in writing to accept the dealer's portion of the sales commission
in installments of 1/12th of the commission per month (and no further commission
will be payable if the shares are redeemed within 12 months of purchase);
11. The following subparagraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 40:
o for distributions from Retirement Plans having 500 or more eligible
participants, except distributions due to termination of all of the Oppenheimer
funds as an investment option under the Plan; and
o for distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing this waiver.
12. The following sentence is added to the end of the fourth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 42:
If a dealer has a special agreement with the Distributor, the Distributor will
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pay the Class B service fee and the asset-based sales charge to the dealer
quarterly in lieu of paying the sales commission and service fee advance at the
time of purchase.
13. The following is added as a new penultimate sentence to the fifth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 42:
If a dealer has a special agreement with the Distributor, the Distributor shall
pay the Class C service fee and asset-based sales charge to the dealer quarterly
in lieu of paying the sales commission and service fee advance at the time of
purchase.
14. The introductory phrase in the sixth sub-paragraph of "Waivers for
Redemptions of Shares in Certain Cases" in "Waivers of Class B and Class C Sales
Charges" on page 43 is replaced with the following and a new sub-section (6) is
added as follows:
o distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans . . . or (6) for loans to participants or beneficiaries.
15. The following sub-paragraph is added at the end of "Waivers for Redemptions
in Certain Cases" in "Waivers of Class B and Class C Sales Charges" on page 43:
o Distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special agreement with the Distributor allowing this waiver.
16. The section captioned "Special Investor Services" on page 44 is revised by
adding the following after the sub-section captioned "PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997, requests for certain
account transactions may be sent to the Transfer Agent by fax (telecopier).
Please call 1-800-525-7048 for information about which transactions are
included. Transaction requests submitted by fax are subject
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to the same rules and restrictions as written and telephone requests described
in this Prospectus.
June 13, 1997 PS0275.012
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