-----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, KXEXqE9UGnFtbjWRbAK3jyEp4OoUnPjuqgBBl9j6hSMEdnzSevx8fYLT5Vf0I2q+ 05JwmOOoh7Jr3iykeR4wlA== 0000356865-97-000009.txt : 19970811 0000356865-97-000009.hdr.sgml : 19970811 ACCESSION NUMBER: 0000356865-97-000009 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970808 EFFECTIVENESS DATE: 19970808 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER SERIES FUND INC CENTRAL INDEX KEY: 0000356865 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061052841 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-24879 FILM NUMBER: 97654004 BUSINESS ADDRESS: STREET 1: 140 GARDEN ST CITY: HARTFORD STATE: CT ZIP: 06154 BUSINESS PHONE: 2039875002 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL INVESTMENT ACCOUNTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL LIQUID ACCOUNT INC DATE OF NAME CHANGE: 19851106 485BPOS 1 OPPENHEIMER DISCIPLINED VALUE FUND As filed with the Securities and Exchange Commission on August 8, 1997 Registration No.333-24879 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / PRE-EFFECTIVE AMENDMENT NO. / / POST-EFFECTIVE AMENDMENT NO. 1 / X / OPPENHEIMER DISCIPLINED VALUE FUND (Exact Name of Registrant as Specified in Charter) Two World Trade Center, New York, New York 10048-0203 (Address of Principal Executive Offices) 212-323-0200 (Registrant's Telephone Number) Andrew J. Donohue, Esq. Executive Vice President & General Counsel OppenheimerFunds, Inc. Two World Trade Center, New York, New York 10048-0203 (212) 323-0256 (Name and Address of Agent for Service) No filing fee is due because the Registrant has previously registered an indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the year ended October 31, 1996 was filed on December 26, 1996. Pursuant to Rule 429, this Registration Statement relates to shares previously registered by the Registrant on Form N-1A (Reg. No. 2-75276; 811-3346). CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following pages and documents: Front Cover Contents Page Cross-Reference Sheet Part A Proxy Statement for Oppenheimer Value Stock Fund and Prospectus for Oppenheimer Disciplined Value Fund Part B Statement of Additional Information Part C Other Information Signatures Exhibits FORM N-14 OPPENHEIMER DISCIPLINED VALUE FUND Cross Reference Sheet Part A of Form N-14 Item No. Proxy Statement and Prospectus Heading and/or Title of Document - --------- ------------------------------------------------------- 1 (a) Cross Reference Sheet (b) Front Cover Page (c) * 2 (a) * (b) Table of Contents 3 (a) Comparative Fee Tables (b) Synopsis (c) Principal Risk Factors 4 (a) Synopsis; Approval of the Reorganization; Comparison between Oppenheimer Disciplined Value Fund and Oppenheimer Value Stock Fund; Miscellaneous (b) Approval of the Reorganization - Capitalization Table 5 (a) Registrant's Prospectus; Comparison Between Oppenheimer Disciplined Value Fund and Oppenheimer Value Stock Fund (b) * (c) * (d) * (e) Miscellaneous (f) Miscellaneous 6 (a) Prospectus of Oppenheimer Value Stock Fund; Annual Report of Oppenheimer Disciplined Value Fund; Comparison Between Oppenheimer Disciplined Value Fund and Oppenheimer Value Stock Fund (b) Miscellaneous (c) * (d) * 7 (a) Synopsis; Information Concerning the Meeting (b) * (c) Synopsis; Information Concerning the Meeting 8 (a) Proxy Statement (b) * 9 * Part B of Form N-14 Item No. Statement of Additional Information Heading - --------- ------------------------------------------- 10 Cover Page 11 Table of Contents 12 (a) Registrant's Statement of Additional Information (b) * (c) * 13 (a) Statement of Additional Information about Value Stock Fund (b) * (c) * 14 Registrant's Statement of Additional Information; Statement of Additional Information about Oppenheimer Value Stock Fund; Annual Report of Oppenheimer Value Stock Fund at 12/31/96; Registrant's Annual Report at 10/31/96 Part C of Form N-14 Item No. Other Information Heading - --------- ------------------------- 15 Indemnification 16 Exhibits 17 Undertakings _______________ * Not Applicable or negative answer INCORPORATION BY REFERENCE The following documents are hereby incorporated by reference in this Post-Effective Amendent No.1 to the Registration Statement on Form N-14 of Oppenheimer Disciplined Fund: Part A: Proxy Statement for Oppenheimer Value Stock Fund, and Prospectus for Oppenheimer Disciplined Value Fund - Incorporated herein by reference to Registration Statement on Form N-14 of Oppenheimer Disciplined Value Fund dated 5/9/97. Prospectus of Oppenheimer Disciplined Value Fund dated December 16,1996, as supplemented May 1, 1997 - Incorporated herein by reference to Registration Statment on Form N-14 of Oppeneheimer Disciplined Value Fund dated 5/9/97. Part B: Statement of Additional Information of Oppenheimer Disciplined Value Fund dated December 16, 1996 - Incorporation herein by reference to Registration Statement on Form N-14 of Oppenheimer Disciplined Value Fund dated 5/9/97. OPPENHEIMER SERIES FUND, INC. FORM N-14 PART C OTHER INFORMATION Item 15. Indemnification Reference is made to Article IV of Registrant's Declaration of Trust filed as Exhibit 24(b)(1) to Registrant's Registration Statement and incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. Item 16. Exhibits 1. Amended and Restated Articles of Incorporation dated January 6, 1995: Filed with Registrant's Post-Effective Amendment No. 28, 3/1/96, and Incorporated herein by reference. 1.1 Articles Supplementary dated September, 1995: Filed with Registrant's Post-Effective Amendment No. 28, 3/1/96, and incorporated herein by reference. 1.2 Articles Supplementary dated May, 1995: Filed with Registrant's Post-Effective Amendment No. 28, 3/1/96, and incorporated herein by reference. 1.3 Articles Supplementary dated November 15, 1996: Filed with Registrant's Post-Effective Amendment No. 31, 12/16/96, and incorporated herein by reference. 2. By-Laws: Filed with Registrant's Post-Effective Amendment No. 28, 3/1/96, and incorporated herein by reference. 3. Not Applicable 4. Agreement and Plan of Reorganization: See Exhibit A to Part A of the Registration Statement. 5. (a) Oppenheimer Disciplined Allocation Fund Specimen Class A Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (b) Oppenheimer Disciplined Allocation Fund Specimen Class B Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (c) Oppenheimer Disciplined Allocation Fund Specimen Class C Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (d) Oppenheimer Disciplined Value Fund Specimen Class A Share Certificate: Filed Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (e) Oppenheimer Disciplined Value Fund Specimen Class B Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (f) Oppenheimer Disciplined Value Fund Specimen Class C Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (g) Oppenheimer Disciplined Value Fund Specimen Class Y Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (h) Oppenheimer LifeSpan Balanced Fund Specimen Class A Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (i) Oppenheimer LifeSpan Balanced Fund Specimen Class B Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (j) Oppenheimer LifeSpan Balanced Fund Specimen Class C Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (k) Oppenheimer LifeSpan Growth Fund Specimen Class A Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (l) Oppenheimer LifeSpan Growth Fund Specimen Class B Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (m) Oppenheimer LifeSpan Growth Fund Specimen Class C Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (n) Oppenheimer LifeSpan Income Fund Specimen Class A Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (o) Oppenheimer LifeSpan Income Fund Specimen Class B Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. (p) Oppenheimer LifeSpan Income Fund Specimen Class C Share Certificate: Filed with Registrant's Post-Effective Amendment No.31, 12/16/96, and incorporated herein by reference. 6. Investment Advisory Agreement between the Registrant, on behalf of Connecticut Mutual Total Return Account and OppenheimerFunds, Inc. and schedule of omitted substantially similar documents: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 6.1 Investment Subadvisory Agreement between OppenheimerFunds, Inc. and Pilgrim, Baxter & Associates, Ltd. (for CMIA LifeSpan Balanced Account) and schedule of omitted substantially similar documents: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 6.2 Investment Subadvisory Agreement between OppenheimerFunds, Inc. and BEA Associates (for CMIA LifeSpan Balanced Account) and schedule of omitted substantially similar documents: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 6.3 Investment Subadvisory Agreement between OppenheimerFunds, Inc. and Babson-Stewart Ivory International (for CMIA LifeSpan Balanced Account) and schedule of omitted substantially similar documents: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 7. General Distributor's Agreement between Registrant on behalf of Oppenheimer Disciplined Allocation Fund OppenheimerFunds Distributor, Inc. and schedule of omitted substantially similar documents: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 7.1 General Distributor's Agreement between Registrant on behalf of Oppenheimer Disciplined Value Fund: Filed with Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. 8. Not Applicable 9. Master Custodian Agreement between Registrant, on behalf of each series of the Registrant (except the Municipal Accounts), and State Street Bank and Trust Company: Filed with Registrant's Post-Effective Amendment No. 28, 3/1/96, and incorporated herein by reference. 9.1 Amendment (LifeSpan Funds) to Custodian Agreement between Registrant and State Street Bank and Trust Company: Filed with Registrant's Post-Effective Amendments No. 28, 3/1/96, and incorporated herein by reference. 10. (i) Service Plan and Agreement between Oppenheimer Disciplined Allocation Fund and OppenheimerFunds Distributor, Inc. for Class A Shares and schedule of substantially similar omitted documents: Filed with the Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. (ii) Distribution and Service Plan and Agreement with OppenheimerFunds Distributor, Inc. for Class B Shares of Oppenheimer Disciplined Allocation Fund and schedule of substantially similar omitted documents: Filed with the Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. (iii) Distribution and Service Plan and Agreement with OppenheimerFunds Distributor, Inc. for Class C Shares of Oppenheimer Disciplined Allocation Fund and schedule of substantially similar omitted documents: Filed with the Registrant's Post-Effective Amendment No. 29, 4/30/96, and incorporated herein by reference. (iv) Service Plan and Agreement between Oppenheimer Disciplined Value Fund and OppenheimerFunds Distributor, Inc. for Class A shares: Filed with Registrant's Post-Effective Amendment No. 31, 12/16/96, and incorporated herein by reference. (v) Distribution and Service Plan and Agreement with OppenheimerFunds Distributor, Inc. for Class B shares of Oppenheimer Disciplined Value Fund: Filed with Registrant's Post-Effective Amendment No. 31, 12/16/96, and incorporated herein by reference. (vi) Distribution and Service Plan and Agreement with OppenheimerFunds Distributor, Inc. for Class C shares of Oppenheimer Disciplined Value Fund: Filed with Registrant's Post-Effective Amendment No. 31, 12/16/96, and incorporated herein by reference. 11. Opinion and Consent of Counsel dated 2/28/96: Filed as an exhibit to 24f-2 notice. 12. Tax Opinion and Consent Relating to the Reorganization: Filed herewith. 13. Not Applicable. 14. Consent of Independent Auditors: Previously filed with Registrant's Registration Statement on Form N-14, 5/9/97, and incorporated herein by reference. 15. Not Applicable. 16. Powers of Attorney: Filed with Registrant's Post-Effective Amendment No. 31, 12/16/96, and incorporated herein by reference. 17. (i) Declaration of Registrant's Predecessor under Rule 24f-2: Previously filed with Registrant's Registration Statement on Form N-14, 5/9/97, and incorporated herein by reference. (ii) (a) Financial Data Schedules of Registrant: Previously filed with Registrant's Registration Statement on Form N-14, 5/9/97, and incorporated herein by reference. (b) Financial Data Schedules of Value Stock Fund: Previously filed with Registrant's Registration Statement on Form N-14, 5/9/97, and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 8th day of August, 1997. OPPENHEIMER DISCIPLINED VALUE FUND BY: /s/ Bridget A. Macaskill* Bridget A. Macaskill, President As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signatures Title Date _______________ ______ ____________ /s/ Leon Levy Chairman of the August 8, 1997 Leon Levy* Board of Trustees /s/ George Bowen Chief Financial August 8, 1997 George Bowen* and Accounting Officer and Treasurer /s/ Bridget A. Macaskill Principal Executive August 8, 1997 Bridget A. Macaskill* Officer, President and Trustee /s/ Robert G. Galli Trustee August 8, 1997 Robert G. Galli* /s/ Benjamin Lipstein Trustee August 8, 1997 Benjamin Lipstein* /s/ Elizabeth B. Moynihan Trustee August 8, 1997 Elizabeth B. Moynihan* /s/ Kenneth A. Randall Trustee August 8, 1997 Kenneth A. Randall* /s/ Edward V. Regan Trustee August 8, 1997 Edward V. Regan* /s/ Russell S. Reynolds Trustee August 8, 1997 Russell S. Reynolds, Jr.* /s/ Donald W. Spiro Trustee August 8, 1997 Donald W. Spiro* /s/ Pauline Trigere Trustee August 8, 1997 Pauline Trigere* /s/ Clayton K. Yeutter Trustee August 8, 1997 Clayton K. Yeutter* *By: /s/ Robert G. Zack Robert G. Zack, Attorney-in-Fact OPPENHEIMER DISCIPLINED VALUE FUND Index to Exhibits ----------------- Exhibit No. Description - ----------- ----------- 16(12) Tax Opinion and Consent Relating to the Reorganization merge\375n14.def EX-8 2 TAX OPINION OF COUNSEL Deloitte & Touche LLP Suite 3600 Telephone. (303)292-5400 555 Seventeenth Street Facsimile. (303) 312-4000 Denver, Colorado 80202-3942 July 25, 1997 Oppenheimer Disciplined Value Fund 10200 East Girard, Bldg. D Denver, Colorado 80231 Dear Sirs: We have reviewed the Agreement and Plan of Reorganization between Oppenheimer Value Stock Fund (Value) and Oppenheimer Disciplined Value Fund (Disciplined) which is attached as Exhibit B of Oppenheimer Disciplined Value Fund's Registration Statement under the Securities Act of 1933 on Form N-14 filed with the Securities and Exchange Commission on March 14, 1997 (the Agreement), concerning the acquisition by Disciplined of substantially all of the assets of Value solely for voting shares of beneficial interest in Disciplined, followed by the distribution of such shares in exchange for all of the outstanding shares of Value. Section 368(a)(1)(C), IRC provides that, when determining whether the exchange is solely for stock, the assumption by Disciplined of a liability of Value shall be disregarded. The management of Value has represented to us that there is no plan or intention by any shareholder of Value who owns 5% or more of the outstanding shares of Value and, to the best of their knowledge, there is no plan or intention on the part of the remaining shareholders of Value to redeem, sell, exchange or otherwise dispose of a number of Disciplined shares received in the transaction that would reduce the shareholders' ownership of Disciplined shares to a number of shares having a value, as of the Exchange Date, of less than 50 percent of the value of all of the formerly outstanding shares of Value as of the same date. Management of each fund has further represented to us that, as of the date of the exchange, both Disciplined and Value will qualify as regulated investment companies or will meet the diversification test of Section 368(a)(2)(F)(ii), IRC. In our opinion, the federal tax consequences of the transaction, if carried out in the manner outlined in the Agreement and in accordance with the above representations, will be as follows: 1.The transactions contemplated by the Agreement will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(l) of the Internal Revenue Code of 1986, as amended, and under the regulations promulgated thereunder. 2.Disciplined and Value will each qualify as a "party to a reorganization" within the meaning of Section 368(b)(2). 3. No gain or loss will be recognized by the shareholders of Value upon the distribution of shares of beneficial interest in Disciplined to the shareholders of Value pursuant to Section 354. 4. Under Section 361(a) no gain or loss will be recognized by Value by reason of the transfer of its assets solely in exchange for shares of Disciplined. 5. Under Section 1032 no gain or loss will be recognized by Disciplined by reason of the transfer of Value assets solely in exchange for shares of Disciplined. 6. The stockholders of Value will have the same tax basis and holding period for the shares of beneficial interest in Disciplined that they receive as they had for the stock of Value that they previously held, pursuant to Sections 358(a) and 1223(1),respectively. 7. The securities transferred by Value to Disciplined will have the same tax basis and holding period in the hands of Disciplined as they had for Value, pursuant to Sections 362(b) and 1223(1), respectively. Very truly yours, /s/ Robert Meyer Robert Meyer Deloitte & Touche LLP Suite 3600 Telephone. (303)292-5400 555 Seventeenth Street Facsimile. (303) 312-4000 Denver Colorado 80202-3942 July 25, 1997 Oppenheimer Value Stock Fund 10200 East Girard Bldg. D Denver, Colorado 80231 Dear Sirs: We have reviewed the Agreement and Plan of Reorganization between Oppenheimer Value Stock Fund (Value) and Oppenheimer Disciplined Value Fund (Disciplined) which is attached as Exhibit B of Oppenheimer Disciplined Value Fund's Registration Statement under the Securities Act of 1933 on Form N-14 filed with the Securities and Exchange Commission on March 14, 1997 (the Agreement), concerning the acquisition by Disciplined of substantially all of the assets of Value solely for voting shares of beneficial interest in Disciplined, followed by the distribution of such shares in exchange for all of the outstanding shares of Value. Section 368(a)(1)(C), IRC provides that, when determining whether the exchange is solely for stock, the assumption by Disciplined of a liability of Value shall be disregarded. The management of Value has represented to us that there is no plan or intention by any shareholder of Value who owns 5% or more of the outstanding shares of Value and to the best of their knowledge, there is no plan or intention on the part of the remaining shareholders of Value to redeem, sell, exchange or otherwise dispose of a number of Disciplined shares received in the transaction that would reduce the shareholders' ownership of Disciplined shares to a number of shares having a value, as of the Exchange Date, of less than 50 percent of the value of all of the formerly outstanding shares of Value as of the same date. Management of each fund has further represented to us that, as of the date of the exchange, both Disciplined and Value will qualify as regulated investment companies or will meet the diversification test of Section 368(a)(2)(F)(ii), IRC. In our opinion, the federal tax consequences of the transaction, if carried out in the manner outlined in the Agreement and in accordance with the above representations, will be as follows: 1.The transactions contemplated by the Agreement will qualify as a tax-free "reorganization" within the meaning of Section 368(a)(l) of the Internal Revenue Code of 1986, as amended, and under the regulations promulgated thereunder. 2.Disciplined and Value will each qualify as a "party to a reorganization" within the meaning of Section 368(b)(2). 3.No gain or loss will be recognized by the shareholders of Value upon the distribution of shares of beneficial interest in Disciplined to the shareholders of Value pursuant to Section 354. 4.Under Section 361(a) no gain or loss will be recognized by Value by reason of the transfer of its assets solely in exchange for shares of Disciplined. 5.Under Section 1032 no gain or loss will be recognized by Disciplined by reason of the transfer of Value assets solely in exchange for shares of Disciplined. 6.The stockholders of Value will have the same tax basis and holding period for the shares of beneficial interest in Disciplined that they receive as they had for the stock of Value that they previously held, pursuant to Sections 358(a) and 1223(1), respectively. 7.The securities transferred by Value to Disciplined will have the same tax basis and holding period in the hands of Disciplined as they had for Value, pursuant to Sections 362(b) and 1223(1), respectively. Very truly yours, /s/ Robert Meyer Robert Meyer -----END PRIVACY-ENHANCED MESSAGE-----