SCHEDULE 14A
(Rule 14a-101)
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SCHEDULE 14A INFORMATION
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OPPENHEIMER INTERNATIONAL BOND FUND
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(Name of Registrant as Specified in Its Charter)
OPPENHEIMER INTERNATIONAL BOND FUND
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INTERNAL USE ONLY
TELEPHONE SCRIPT FOR
SHAREHOLDER MEETING
OPPENHEIMER INTERNATIONAL BOND FUND
Original meeting date: 9/11/00
Adjourned meeting date: 10/02/00 (10:00 a.m.)
There are six proposals shareholders are being asked to vote on. Proposal No. 4
consists of four (4) sub-proposals. The Fund's Board of Trustees recommends a
vote in favor of or FOR each of the proposals and sub-proposals.
Proposal No. 1: Election of Trustees.
Current law provides that the Fund's Board may fill vacancies on the Board of
Trustees or appoint new Trustees only if, immediately thereafter, at least
two-thirds of the Trustees will have been elected by shareholders. Currently,
three of the Fund's eleven Trustees have not been elected by shareholders.
Because the Fund has not had a shareholder meeting for some time, the percentage
of trustees of the Fund that have been elected by shareholders is close to
two-thirds, and no additional trustees/directors may be added to the Board of
the Fund unless first elected by shareholders. Therefore, shareholders are being
asked to elect directors.
Proposal No. 2: Ratification of Auditor's Selection.
The Fund is not required to hold annual shareholder meetings and does not hold
such meetings. However, when a shareholder meeting is held, the Fund's selection
of independent auditors must be submitted for ratification or rejection by
shareholders at that meeting. Because the Fund is holding a shareholder meeting,
shareholders are being asked to ratify the Fund's selection of independent
auditors.
Proposal No. 3: Changing the Fund's Diversification Status from diversified to
non - diversified.
The purpose of this proposal is to increase the Fund's investment flexibility by
allowing a greater portion of the fund's assets to be invested in the debt
obligations of single countries. This proposal is intended to enhance the Fund's
performance at times when investment opportunities in the "sovereign debt
sector" focus on a handful of foreign governments.
Proposal No. 4: Elimination of Certain Fundamental Investment Restrictions.
This proposal consists of four (4) sub-proposals. Each of these sub-proposals
must be voted on separately.
***Summary of impact of the elimination of certain fundamental investment
restrictions:
Because of recent regulatory changes, certain investment restrictions are no
longer applicable to the Fund. Certain other investment restrictions adopted by
the Fund are more restrictive than currently required, and other investment
restrictions adopted by the Fund reflect outdated industry conditions and
practices. The Fund's Manager considers many of these restrictions unnecessary
or unwarranted.
The Fund's Board finds that the proposed elimination of certain fundamental
investment restrictions of the Fund is in the best interests of shareholders.
The proposed changes are intended to provide the Fund with greater flexibility
to respond to future market developments and to increase future investment
opportunities.
The proposed changes are not expected to materially change the current risk
profile of an investment in the Fund.
The elimination of a fundamental policy does not mean that the Fund's current
principal investment policies and strategies will change. If the Fund's Manager
decides to materially change the Fund's investment policies and strategies, such
a change will be described in the Fund's prospectus.
Sub-Proposal No. 4.A.: Eliminating Prohibition on Margin Purchases.
It is proposed that the Fund's current fundamental investment restriction
prohibiting it from purchasing securities on margin be eliminated. The existing
restriction is not required to be a fundamental investment restriction.
Elimination of this restriction is unlikely to affect the management of the
Fund. The 1940 Act prohibitions on margin purchases and will continue to apply
to the Fund.
Sub-Proposal No. 4.B.: Eliminating Restriction on Purchasing Securities in which
Officers and Trustees of the Fund have an Interest.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing the securities of an issuer if the officers of
the Fund or the Manager individually own 1/2 of 1% of such securities and
together own more than 5% of such securities. This restriction was originally
adopted to address a state requirement that is no longer applicable.
Elimination of this restriction could increase the Fund's flexibility when
choosing investments in the future.
Sub-Proposal No. 4.C.: Eliminating Restriction on Investing for Purpose of
Acquiring Control.
It is proposed that the Fund's current fundamental investment restriction
prohibiting it from investing in portfolio companies for the purpose of
acquiring control be eliminated. The Fund has no intention of investing for the
purpose of acquiring control of a company, and elimination of the restriction is
not expected to have a significant impact on the Fund's investment practices or
management.
The restriction is unnecessary and may reduce possible investment opportunities
because a mutual fund might be considered to be investing for control if it
purchases a large percentage of the securities of a single issuer. Eliminating
this restriction also will give the Fund greater flexibility in exercising its
rights as a shareholder of the portfolio companies it invests in, to try to
protect its interests and those of its shareholders.
Sub-Proposal No. 4.D.: Eliminating Restriction on Investing in Mineral-Related
Leases.
The Fund is currently subject to a fundamental restriction prohibiting it from
investing in oil, gas or mineral-related programs. This restriction was
originally adopted to address state requirements that are no longer applicable
to the Fund. Elimination of this restriction could increase the Fund's
flexibility when choosing investments in the future.
The Fund will continue to be prohibited from purchasing commodities or commodity
contracts.
PROPOSAL 5: TO APPROVE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
OF THE FUND
Proposal 4 is composed of four separate proposed changes to the Fund's current
investment policies. Shareholders are requested to vote to approve or disapprove
all four together. The changes are necessary to permit the Fund to lend money
to, and borrow money from, other Oppenheimer mutual funds and to pledge its
assets as collateral for the loan. Permitting the Fund to borrow money from
other Oppenheimer funds would afford the Fund the flexibility to use the most
cost-effective alternative to satisfy its borrowing requirements. The reason for
lending money to an affiliated fund is that the lending fund may be able to
obtain a higher rate of return than it could from interest rates on alternative
short-term investments. To assure that the Fund is not disadvantaged by
borrowing money from or lending money to another Oppenheimer fund, certain
safeguards will be implemented.
PROPOSAL 6: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST
The Board of Trustees has approved and recommends that the shareholders of the
Fund authorize them to adopt and execute the Amended and Restated Declaration of
Trust. The New Declaration of Trust is a more modern form of trust instrument
for a Massachusetts business trust, such as the Fund, and going forward, will be
used as the standard Declaration of Trust for all new Oppenheimer funds
Massachusetts business trusts.
Adoption of the New Declaration of Trust will not result in any changes in the
Fund's Trustees or officers or in the investment policies and shareholder
services described in the Fund's current prospectus.
The New Declaration of Trust amends the Current Declaration of Trust in a number
of significant ways. The proxy statement summarizes some of the more significant
amendments to the Current Declaration of Trust effected by the New Declaration
of Trust.
FOR ANY OTHER QUESTIONS, PLEASE CONTACT JEFFREY BURNS (3-5089), PHIL MASTERSON
(8-2486), KATE IVES (8-3331) OR DEBORAH SULLIVAN (3-0602).
