As filed with the Securities and Exchange Commission on September 6, 2007
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Registration No. 333-144755 OMB Number: 3235-0336
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. 5 / X /
POST-EFFECTIVE AMENDMENT NO. __ / /
OPPENHEIMER CAPITAL APPRECIATION FUND
(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of Principal Executive Offices)
303-768-3200
(Registrant's Area Code and Telephone Number)
Robert G. Zack, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10148
(212) 323-0250
(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)
Title of Securities Being Registered: Class A, Class B, Class C, Class N
and Class Y shares of Oppenheimer Capital Appreciation Fund.
No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940, as amended.
The Registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
This Pre-Effective Amendment is being filed solely to correct an
administrative error; to add share class identifiers for Capital Appreciation
Fund in the Edgar filing. There are no other changes included in the filing.
Part A is incorporated herein by reference from the Registration Statement
filed on August 17, 2007. Part B, C and Exhibits 14(i) and 14(ii) are
incorporated herein by reference from the Registration Statement filed on August
30, 2007.
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the registrant, in the City of New York
and State of New York, on the 5th day of September, 2007.
Oppenheimer Capital Appreciation Fund
By: /s/ John V. Murphy*
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John V. Murphy, President,
Principal Executive Officer & Trustee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on the dates indicated:
Signatures Title Date
/s/ Brian F. Wruble* Chairman of the
Brian F. Wruble Board of Trustees September 5, 2007
/s/ John V. Murphy* President, Principal
John V. Murphy Executive Officer and Trustee September 5, 2007
/s/ Brian W. Wixted* Treasurer, Principal September 5, 2007
Brian W. Wixted Financial & Accounting Officer
/s/ David K. Downes* Trustee September 5, 2007
David K. Downes
/s/ Matthew P. Fink* Trustee September 5, 2007
Matthew P.Fink
/s/ Robert G. Galli* Trustee September 5, 2007
Robert G. Galli
/s/ Phillip A. Griffiths* Trustee September 5, 2007
Phillip A. Griffiths
/s/ Mary F. Miller* Trustee September 5, 2007
Mary F. Miller
/s/ Joel W. Motley* Trustee September 5, 2007
Joel W. Motley
/s/ Russell S. Reynolds, Jr.* Trustee September 5, 2007
Russell S. Reynolds, Jr.
/s/ Joseph M. Wikler* Trustee September 5, 2007
Joseph M. Wikler
/s/ Peter I. Wold* Trustee September 5, 2007
Peter I. Wold
*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact
Request for Acceleration of Effective Date of Registration Statement of
Oppenheimer Capital Appreciation Fund
Pursuant to Rule 461 under the Securities Act of 1933, as amended
VIA EDGAR
September 6, 2007
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
Re: Oppenheimer Capital Appreciation Fund/Growth Fund N-14; File No. 333-144755
To the Securities and Exchange Commission:
Oppenheimer Capital Appreciation Fund (the "Registrant") and
OppenheimerFunds Distributor, Inc., as general distributor of the Registrant's
shares, hereby request effectiveness on September 6, 2007, or as soon as
practicable thereafter, of the Registrant's Pre-Effective Amendment No. 5 to its
Registration Statement on Form N-14.
The undersigned hereby acknowledge that (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and (iii) the Registrant may not assert this action as
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Oppenheimer Capital Appreciation Fund
By: /s/ Lisa I. Bloomberg
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Lisa I. Bloomberg, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Janette Aprilante
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Janette Aprilante, Secretary
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10281
September 6, 2007
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
Re: Registration Statement on Form N-14 for Oppenheimer Capital Appreciation
Fund; Proxy Materials for Oppenheimer Growth Fund File No. 333-144755
To the Securities and Exchange Commission:
Enclosed for filing with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, as amended (the "1933 Act"), is Pre-Effective
Amendment No. 5 to the Registration Statement on Form N-14 (the "Registration
Statement") of Oppenheimer Capital Appreciation Fund. This Pre-Effective
Amendment is being filed solely to correct an administrative error; to add share
class identifiers for Capital Appreciation Fund in the Edgar filing. There are
no other changes included in the filing.
The Staff is requested to address any comments or questions you may have on
this filing to:
Amee Kantesaria
Assistant Vice President & Assistant Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street New York, NY 10281
212.323.5217
akantesaria@oppenheimerfunds.com
Thank you for your assistance.
Sincerely,
/s/ Amee Kantesaria
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Amee Kantesaria
Assistant Vice President and Assistant Counsel
Tel.: 212.323.5217
Fax: 212.323.4070
cc: Mr. Vincent Di Stefano, Securities and Exchange Commission