AMERICAN CENTURY CAPITAL PORTFOLIOS INC
497, 1998-01-14
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                   AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

                              PROSPECTUS SUPPLEMENT
                                      Value
                                  Equity Income
             Investor Class o Institutional Class o Advisor Class

                        SUPPLEMENT DATED JANUARY 15, 1998
                          Prospectus dated May 21, 1997

The following  disclosure  replaces the paragraph  under the heading  "Portfolio
Lending" found on page 12 of the Investor and Institutional  Class  Prospectuses
and page 14 of the Advisor Class Prospectus.

    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

The  following  disclosure  should be inserted  after the  section  "When-Issued
Securities"  found  on  page  12  of  the  Investor  and   Institutional   Class
Prospectuses and page 14 of the Advisor Class Prospectus.

INVESTMENTS IN COMPANIES WITH  LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

    Value and Equity  Income will not invest more than 5% of their total  assets
in the securities of issuers with less than a three-year  operating history. The
manager will consider periods of capital formation,  incubation,  consolidation,
and research and  development in determining  whether a particular  issuer has a
record of three years of continuous operation.

The following  disclosure  replaces the first paragraph under the heading "Short
Sales" found on page 12 of the Investor and Institutional Class Prospectuses and
page 14 of the Advisor Class Prospectus.

    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

The following  disclosure  should be inserted as the second  paragraph under the
heading  "American  Century   Investments"  on  page  14  of  the  Investor  and
Institutional  Class  Prospectuses  and as the last paragraph  under the heading
"How to  Purchase  and Sell  American  Century  Funds" on page 16 of the Advisor
Class Prospectus.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate mailing of account statements is desired, please call us.

The following  disclosure is added on page 21 of the Investor Class  Prospectus,
page 20 of the  Institutional  Class Prospectus and page 18 of the Advisor Class
Prospectus,  following the last paragraph under the heading "When Share Price is
Determined."

    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

The second paragraph under the heading "Investment Management," found on page 23
of the Investor Class Prospectus, page 22 of the Institutional Class Prospectus,
and page 20 of the Advisor Class Prospectus is deleted.

The following  disclosure is added on page 24 of the Investor Class  Prospectus,
page 23 of the  Institutional  Class Prospectus and page 21 of the Advisor Class
Prospectus,  following  the last  paragraph  under  the  heading  "Transfer  and
Administrative Services."

    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager.

The  following   disclosure  replaces  the  first  sentence  under  the  heading
"Distribution  of Fund Shares" found on page 25 of the Investor Class Prospectus
and  page 24 of the  Institutional  Class  Prospectus,  and  under  the  heading
"Distribution Fees" on page 21 of the Advisor Class Prospectus.

    The funds' shares are  distributed by FDI, a registered  broker-dealer  (the
Distributor).  FDI is a wholly-owned indirect subsidiary of Boston Institutional
Group,  Inc. FDI's principal  business  address is 60 State Street,  Suite 1300,
Boston, Massachusetts 02109.

The  following  disclosure  should be inserted as the last  paragraph  under the
heading  "Distribution  of  Fund  Shares"  on  page  25 of  the  Investor  Class
Prospectus  and page 24 of the  Institutional  Class  Prospectus,  and under the
heading "Distribution Fees" on page 21 of the Advisor Class Prospectus.

    Investors  may  open  accounts  with  American   Century  only  through  the
Distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the Distributor.



P.O. Box 419200                                        [american century logo]
Kansas City, Missouri                                          American
64141-6200                                                  Century(reg.sm)
1-800-345-2021 or 816-531-5575

SH-SPL-11257 9801
<PAGE>
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

                              PROSPECTUS SUPPLEMENT
                        American Century Real Estate Fund
              Investor Class * Institutional Class * Advisor Class

                        SUPPLEMENT DATED JANUARY 15, 1998
             Prospectus dated May 21, 1997 (revised June 16, 1997)

THE FOLLOWING  DISCLOSURE  REPLACES THE PARAGRAPH  UNDER THE HEADING  "PORTFOLIO
LENDING" FOUND ON PAGE 8 OF EACH PROSPECTUS.

    In order  to  realize  additional  income,  the fund may lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

THE  FOLLOWING  DISCLOSURE  SHOULD BE  INSERTED  AFTER THE  SECTION  "REPURCHASE
AGREEMENTS"  FOUND ON PAGE 9 OF THE  INVESTOR  CLASS,  INSTITUTIONAL  CLASS  AND
ADVISOR CLASS PROSPECTUSES.

FUTURES AND OPTIONS

    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash of  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.

INVESTMENTS IN COMPANIES WITH  LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    Real  Estate  will  not  invest  more  than 5% of its  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.

THE FOLLOWING  DISCLOSURE  SHOULD BE INSERTED AS THE SECOND  PARAGRAPH UNDER THE
HEADING  "AMERICAN  CENTURY  INVESTMENTS"  FOUND ON PAGE 11 OF THE  INVESTOR AND
INSTITUTIONAL  CLASS  PROSPECTUSES  AND AS THE LAST PARAGRAPH  UNDER THE HEADING
"HOW TO  PURCHASE  AND  SELL  AMERICAN  CENTURY  FUNDS"  FOUND ON PAGE 11 OF THE
ADVISOR CLASS PROSPECTUS.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate mailing of account statements is desired, please call us.

THE FOLLOWING  DISCLOSURE IS ADDED ON PAGE 18 OF THE INVESTOR CLASS  PROSPECTUS,
PAGE 17 OF THE  INSTITUTIONAL  CLASS PROSPECTUS AND PAGE 13 OF THE ADVISOR CLASS
PROSPECTUS,  FOLLOWING THE LAST PARAGRAPH UNDER THE HEADING "WHEN SHARE PRICE IS
DETERMINED."

    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.

THE FOLLOWING  DISCLOSURE IS ADDED ON PAGE 23 OF THE INVESTOR CLASS  PROSPECTUS,
PAGE 22 OF THE  INSTITUTIONAL  CLASS PROSPECTUS AND PAGE 18 OF THE ADVISOR CLASS
PROSPECTUS,  FOLLOWING  THE LAST  PARAGRAPH  UNDER  THE  HEADING  "TRANSFER  AND
ADMINISTRATIVE SERVICES."

    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager.

THE  FOLLOWING   DISCLOSURE  REPLACES  THE  FIRST  SENTENCE  UNDER  THE  HEADING
"DISTRIBUTION OF FUND SHARES" FOUND ON PAGE 23 OF THE INVESTOR CLASS PROSPECTUS,
PAGE 22 OF THE  INSTITUTIONAL  CLASS PROSPECTUS AND PAGE 18 OF THE ADVISOR CLASS
PROSPECTUS.

    The fund's shares are  distributed by FDI, a registered  broker-dealer  (the
Distributor).  FDI is a wholly-owned indirect subsidiary of Boston Institutional
Group,  Inc. FDI's principal  business  address is 60 State Street,  Suite 1300,
Boston, Massachusetts 02109.

THE  FOLLOWING  DISCLOSURE  SHOULD BE INSERTED AS THE LAST  PARAGRAPH  UNDER THE
HEADING  "DISTRIBUTION  OF  FUND  SHARES"  ON  PAGE  23 OF  THE  INVESTOR  CLASS
PROSPECTUS,  PAGE 22 OF THE  INSTITUTIONAL  CLASS  PROSPECTUS AND PAGE 18 OF THE
ADVISOR CLASS PROSPECTUS.

    Investors  may  open  accounts  with  American   Century  only  through  the
Distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the Distributor.




P.O. Box 419200                                        [american century logo]
Kansas City, Missouri                                          American
64141-6200                                                  Century(reg.sm)
1-800-345-2021 or 816-531-5575

SH-SPL-11258 9801


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