OPPENHEIMER ENTERPRISE FUND
Supplement dated May 1, 1997 to the
Prospectus dated December 18, 1996
The Prospectus is changed as follows:
1. The Supplement dated January 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 29) 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. In "Class A Shares" under "Classes of Shares" on page 22, 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."
4. The following is added to "How Does it Affect Payments To My Broker?" on page
24: "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."
5. The following is added to "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 27:
o Purchases by a retirement plan qualified under section 401(a)
if the retirement plan has total plan assets of $500,000 or more.
6. In the second paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 27 the first sentence is replaced by the
following:
(continued)
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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.
7. In the third paragraph of "Buying Class A Shares - Class A Contingent
Deferred Sales Charge" on page 28, 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.
8. The third sentence of the second paragraph of "Reduced Sales Charges for
Class A Share Purchases - Right of Accumulation" on page 29 is replaced by the
following: "The 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."
9. The third sub-paragraph in "Waivers of the Class A Contingent Deferred Sales
Charge for Certain Redemptions" on page 31 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);
10. The following subparagraphs are added at the end of "Waivers of the Class A
Contingent Deferred Sales Charge for Certain Redemptions" on page 31:
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
(continued)
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o for distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special agreement with the
Distributor allowing this waiver.
11. The following sentence is added to the end of the fifth paragraph in
"Distribution and Service Plans for Class B and Class C Shares" on page 34:
If a dealer has a special agreement with the Distributor, the Distributor
will 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.
12. The following is added as a new penultimate sentence to the sixth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 34:
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.
13. The introductory phrase in the fifth sub-paragraph of "Waivers for
Redemptions in Certain Cases" in "Waivers of Class B and Class C Sales Charges"
on page 35 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.
14. 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 35:
o Distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor allowing
this waiver.
15. The section captioned "Special Investor Services" on page 36 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 to the same rules and restrictions as written and telephone
requests described in this Prospectus.
May 1, 1997 PS0885.007
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