-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LwJuR3Cfqf2gmxMtW6P/H17IejCGlaWH+zWX2agy24lE0tWfW5332qkuaRwRrT5s XdWW1O0s9KEyX58muzGxpw== 0000728889-07-001087.txt : 20070928 0000728889-07-001087.hdr.sgml : 20070928 20070928103317 ACCESSION NUMBER: 0000728889-07-001087 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 EFFECTIVENESS DATE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER CAPITAL APPRECIATION FUND CENTRAL INDEX KEY: 0000319767 IRS NUMBER: 133054122 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03105 FILM NUMBER: 071140939 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER TARGET FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER TARGET FUND INC DATE OF NAME CHANGE: 19870616 0000319767 S000006959 OPPENHEIMER CAPITAL APPRECIATION FUND C000018983 A C000018984 B C000018985 C C000018986 N C000018987 Y DEFA14A 1 shareholder.htm ADDITIONAL PROXY SOLICITING MATERIALS Shareholder Letter and E-mail



John V. Murphy
Chairman and                                          OppenheimerFunds Logo
Chief Executive Officer                               OppenheimerFunds, Inc.
                                                      Two World Financial Center
                                                      225 Liberty Street
                                                      New York, NY 10281-1008
                                                      www.oppenheimerfunds.com



                                                             September 6, 2007


Dear Oppenheimer Growth Fund Shareholder:

     We have  scheduled  a  shareholder  meeting on  November 2, 2007 for you to
decide upon an important proposal for the Fund. Your ballot card, an Oppenheimer
Capital  Appreciation Fund prospectus,  and a detailed  combined  prospectus and
proxy statement are enclosed with this letter.

     After careful  consideration,  the Board of Trustees has determined that it
would be in the best  interest of  shareholders  of  Oppenheimer  Growth Fund to
reorganize into another Oppenheimer fund, Oppenheimer Capital Appreciation Fund.
A  shareholder  meeting has been  scheduled  for November 2, and all Growth Fund
shareholders  of record as of July 25,  2007,  are being asked to vote either in
person or by proxy on the  proposed  reorganization.  You will  find a  combined
prospectus and proxy statement detailing the proposal,  a ballot card, a Capital
Appreciation  Fund prospectus,  instructions for voting by telephone or internet
and a postage-paid return envelope for voting by mail enclosed for your use.

Why does the Board of Trustees recommend this change?

     The Board voted to  recommend  that  shareholders  of Growth Fund approve a
proposal  to  reorganize   the  Fund  into  Capital   Appreciation   Fund  after
considering, among other things, the two Funds' respective investment objectives
and policies,  management fees,  distribution fees and other operating expenses,
historical performance and asset size.  Shareholders of Growth Fund are expected
to realize a number of benefits from the proposed Reorganization.  The assets of
Growth Fund have been decreasing significantly since 2000, resulting in the Fund
spreading its operating costs over a declining asset base. If the reorganization
is  approved,  shareholders  would get the  benefit of a larger  fund with lower
operating  expenses,  resulting in you paying  significantly lower expenses as a
shareholder of Capital Appreciation Fund. Furthermore, although past performance
is not indicative of future  results,  the  performance of Capital  Appreciation
Fund  outperformed  the  performance  of Growth Fund over the 1-, 5- and 10-year
periods (ended December 31, 2006).  Moreover,  the Funds' investment  objectives
and overall  strategy of investing in growth  stocks are the same.  The Board of
Growth Fund  believes  that  shareholders  will be best  served by the  proposed
reorganization, and recommends a vote "For" the proposal.

How do you vote?

     To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid  envelope today. You also may vote by telephone or
internet by following the  instructions on the proxy ballot.  Using a touch-tone
telephone  or the internet to cast your vote saves you time and helps reduce the
Fund's expenses.  If you vote by phone or internet,  you do not need to mail the
proxy ballot.

     Remember,  it can be expensive  for the Fund--and  ultimately  for you as a
shareholder--to  re-mail ballots if not enough responses are received to conduct
the  scheduled  meeting.  If your  vote is not  received  before  the  scheduled
meeting, you may receive a telephone call asking you to vote.

     Please  read the  enclosed  combined  prospectus  and proxy  statement  for
complete details on this proposal. Of course, if you have any questions,  please
contact your financial  advisor,  or call us at 1.800.  225.5677.  As always, we
appreciate your confidence in  OppenheimerFunds  and look forward to serving you
for many  years to  come.

Sincerely,


/s/ John V. Murphy
[John  V.  Murphy  signature]

Enclosures
XP0270.002.0907



Dear Shareholder:

     We have  scheduled  a  shareholder  meeting on  November 2, 2007 for you to
decide upon an important proposal for the Fund. After careful consideration, the
Board of  Trustees  has  determined  that it would  be in the best  interest  of
shareholders of Oppenheimer  Growth Fund to reorganize into another  Oppenheimer
fund,  Oppenheimer Capital  Appreciation Fund.

     Please  take a few  moments  of your  time to  review  the  attached  proxy
statement and Capital  Appreciation Fund Prospectus,  and vote your shares. Your
vote is extremely important no matter the size of your investment,  and critical
to conducting the formal business of the shareholder meeting.

To VIEW THE PROXY STATEMENT please click on the link below.

Oppenheimer  Growth Fund Proxy Statement

To VIEW THE CAPITAL  APPRECIATION  FUND PROSPECTUS please click on the link below.

Oppenheimer Capital Appreciation Fund Prospectus

To VOTE YOUR SHARES please click on the link below. You will need the
proxy  control  number and check digit found below in order to vote your shares.


www.oppenheimerfunds.com

Proxy Control Number:  022000011519

Check Digit: 06687

If you have any questions  please contact your  financial  advisor or call us at
1.800.225.5677. As always, we appreciate your confidence in OppenheimerFunds and
look forward to serving you for many years to come.


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