-----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, TEHjxmohuLY6wgyq2SNdXEfRIs0S5JbV8rhAsfHKc0pLKnJh/ercZJP2snajgAkj 7D9cOrmT9Y/DOwtmhtSi2Q== 0000701265-96-000021.txt : 19960424 0000701265-96-000021.hdr.sgml : 19960424 ACCESSION NUMBER: 0000701265-96-000021 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960423 EFFECTIVENESS DATE: 19960423 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER INTEGRITY FUNDS CENTRAL INDEX KEY: 0000701265 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042912220 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-00993 FILM NUMBER: 96549521 BUSINESS ADDRESS: STREET 1: 3410 S GALENA CITY: DENVER STATE: CO ZIP: 80231 BUSINESS PHONE: 3036713200 MAIL ADDRESS: STREET 2: 3410 SOUTH GALENA STREET 3RD FL CITY: DENVER STATE: CO ZIP: 80231 FORMER COMPANY: FORMER CONFORMED NAME: MASSMUTUAL INTEGRITY FUNDS DATE OF NAME CHANGE: 19910329 FORMER COMPANY: FORMER CONFORMED NAME: MASSMUTUAL LIQUID ASSETS TRUST DATE OF NAME CHANGE: 19880403 485BPOS 1 OPPENHEIMER INTEGRITY FUNDS As filed with the Securities and Exchange Commission on April 23, 1996 Registration No. 333-00993 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 INTEGRITY FUNDS (Exact Name of Registrant as Specified in Charter) 3410 South Galena Street, Denver, Colorado 80231-5099 (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) March 18, 1996 (Approximate Date of Proposed Public Offering) This filing became effective on March 18, 1996, pursuant to Rule 488. 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 December 31, 1995 was filed on February 28, 1996. Pursuant to Rule 429, this Registration Statement relates to shares previously registered by the Registrant on Form N-1A (Reg. No. 2-76547; 811-3420). CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following pages and documents: The Front Cover and Contents Page previously filed with Pre-Effective Amendment No.1 to Registrant's N-14, 3/15/96, is incorporated herein by reference. The Cross-Reference Sheet previously filed with Registrant's N-14, 2/16/96, is incorporated herein by reference. Part A The Proxy Statement and Prospectus for Oppenheimer Bond Fund (Part A) previously filed with Registrant's N-14, 2/16/96, is incorporated herein by reference. Part B The Statement of Additional Information (Part B) previously filed with Registrant's N-14, 2/16/96, is incorporated herein by reference. Part C Other Information Signatures OPPENHEIMER INTEGRITY FUNDS 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 Declaration of Trust dated June 26, 1995: Filed with Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated herein by reference. (2) Registrant's By-Laws dated 6/25/91: Filed with Registrant's Post-Effective Amendment No. 16, 5/1/92, and refiled pursuant to Item 102 of Regulation S-T with Registrant's Post-Effective Amendment No. 23, 4/28/95, and incorporated herein by reference. (3) Not applicable. (4) Agreement and Plan of Reorganization: See Annex A to Part A of this Registration Statement, filed with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated herein by reference. (5) (i) Specimen Class A Share Certificate for Oppenheimer Bond Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95, and incorporated herein by reference. (ii) Specimen Class B Share Certificate for Oppenheimer Bond Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95, and incorporated herein by reference. (iii) Specimen Class C Share Certificate for Oppenheimer Bond Fund: Filed with Registrant's Post-Effective Amendment No. 28, 10/2/95, and incorporated herein by reference. (6) Investment Advisory Agreement dated 7/10/95 for Oppenheimer Bond Fund: Filed as Exhibit 5(i) of Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated herein by reference. (7) (i) General Distributor's Agreement dated 10/13/92: Filed with Registrant's Post-Effective Amendment No. 17, 2/26/93, and refiled pursuant to Item 102 of Regulation S-T with Registrant's Post-Effective Amendment No. 23, 4/28/95, and incorporated herein by reference. (ii) Form of Oppenheimer Funds Distributor, Inc. Dealer Agreement: Filed with Post-Effective Amendment No. 14 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference. (iii) Form of Oppenheimer Funds Distributor, Inc. Broker Agreement: Filed with Post-Effective Amendment No. 14 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference. (iv) Form of Oppenheimer Funds Distributor, Inc. Agency Agreement: Filed with Post-Effective Amendment No. 14 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference. (v) Broker Agreement between Oppenheimer Funds Distributor, Inc. and Newbridge Securities, Inc. dated 10/1/86: Filed with Post- Effective Amendment No. 25 to the Registration Statement of Oppenheimer Growth Fund (Reg. No. 2-45272), 11/1/86, and refiled with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer Growth Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (8) Not applicable. (9) Custody Agreement dated 11/12/92, between the Registrant and The Bank of New York: Filed with Registrant's Post-Effective Amendment No. 17, 2/26/93, and refiled with Post-Effective Amendment No. 23, 4/28/95 pursuant to Item 102 of Regulation S-T, and incorporated herein by reference. (10) (i) Service Plan and Agreement under Rule 12b-1 of the Investment Company Act of 1940 for Class A shares of Oppenheimer Investment Grade Bond Fund dated 6/22/93: Filed with Registrant's Post- Effective Amendment No. 19, 3/1/94, and incorporated herein by reference. (ii) Distribution and Service Plan and Agreement under Rule 12b-1 of the Investment Company Act of 1940 for Class B shares of Oppenheimer Investment Grade Bond Fund dated 7/10/95: Filed with Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated herein by reference. (iii) Distribution and Service Plan and Agreement under Rule 12b-1 of the Investment Company Act of 1940 for Class C shares of Oppenheimer Bond Fund dated 7/10/95: Filed with Registrant's Post- Effective Amendment No. 25, 7/10/95, and incorporated herein by reference. (11) Opinion and Consent of Counsel : Filed herewith. (12) Tax Opinion Relating to the Reorganization: Previously filed with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated herein by reference. (13) Not applicable. (14) (i) Consent of Deloitte & Touche LLP: Previously filed with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated herein by reference. (ii) Consent of Arthur Andersen LLP: Previously filed with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated herein by reference. (15) Not applicable. (16) Powers of Attorney and Certified Board Resolution: Previously filed with (Bridget A. Macaskill) the N-14 of Oppenheimer Integrity Funds, 2/16/96, and (all other Trustees) with Registrant's Post-Effective Amendment No. 19, 3/1/94, and incorporated herein by reference. (17) Declaration of Registrant under Rule 24f-2: Previously filed with the N-14 of Oppenheimer Integrity Funds, 2/16/96, and incorporated herein by reference. Item 17. Undertakings (1) Not applicable. (2) Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver and State of Colorado on the 23rd day of April, 1996. OPPENHEIMER INTEGRITY FUNDS By: /s/ James C. Swain* ---------------------------------- James C. Swain, Chairman 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/ James C. Swain* Chairman of the - ------------------ Board of Trustees April 23, 1996 James C. Swain /s/ Jon S. Fossel* Trustee April 23, 1996 - -------------------- Jon S. Fossel /s/ George C. Bowen* Chief Financial - ------------------- and Accounting April 23, 1996 George C. Bowen Officer /s/ Robert G. Avis* Trustee April 23, 1996 - ------------------ Robert G. Avis /s/ William A. Baker* Trustee April 23, 1996 - -------------------- William A. Baker /s/ Charles Conrad, Jr.* Trustee April 23, 1996 - ----------------------- Charles Conrad, Jr. /s/ Raymond J. Kalinowski* Trustee April 23, 1996 - ------------------------- Raymond J. Kalinowski /s/ C. Howard Kast* Trustee April 23, 1996 - ------------------ C. Howard Kast /s/ Robert M. Kirchner* Trustee April 23, 1996 - ---------------------- Robert M. Kirchner /s/ Bridget A. Macaskill* President, Principal - ----------------------- Executive Officer Bridget A. Macaskill and Trustee April 23, 1996 /s/ Ned M. Steel* Trustee April 23, 1996 - ---------------- Ned M. Steel *By: /s/ Robert G. Zack - -------------------------------- Robert G. Zack, Attorney-in-Fact OPPENHEIMER INTEGRITY FUNDS EXHIBIT INDEX Exhibit Description - ------- ----------- 16(11) Opinion and Consent of Counsel EX-23 2 Exhibit 16(11) MYER, SWANSON, ADAMS & WOLF, P.C. Attorneys At Law The Colorado State Bank Building Rendle Myer 1600 Broadway - Suite 1850 of counsel Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson Robert K. Swanson Telephone (303) 866-9800 ---- Thomas J. Wolf* Facsimile (303) 866-9818 Fred E. Neef *Board Certified Civil (1910-1986) Civil Trial Advocate by the National Board of Trial Advocacy ---- March 18, 1996 Oppenheimer Integrity Funds 3410 South Galena Street Denver, Colorado 80231 Gentlemen: In connection with the proposed public offering of shares of Oppenheimer Bond Fund (the "Fund"), a series of Oppenheimer Integrity Funds (the "Trust"), to the shareholders of the Connecticut Mutual Income Account series of Oppenheimer Series Fund, Inc. on Form N-14, we have examined such records and documents as we deem necessary for the purpose of this opinion. The Trust is a duly organized and validly existing as a Massachusetts business trust. As of the date of this letter, it is our opinion that the shares of the Fund covered by the Registration Statement for an indefinite number of shares of the Fund on Form N-14 filed on or about February 15, 1996, when issued and paid for in accordance with the terms of the offering, as set forth in the Proxy Statement and Prospectus forming a part of the Registration Statement, will be, when such Registration Statement shall have become effective, legally issued and, except as set forth in the next paragraph, fully paid and non-assessable. Under Massachusetts law, shareholders of the Trust may, under certain circumstances, be held personally liable as partners for the obligations of the Trust. The Declaration of Trust does, however, contain an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Trust or the Trustees. The Declaration of Trust provides for indemnification out of the Trust property of any shareholder held personally liable for the obligations of the Trust. The Declaration of Trust also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. We hereby consent to the filing of this opinion as an Exhibit to such Registration Statement and to the reference to Counsel in such Proxy Statement and Prospectus. We also consent to the filing of this opinion with the authorities administering the securities laws of any jurisdiction in connection with the registration or qualification under such laws of Oppenheimer Bond Fund and its shares. Sincerely, MYER, SWANSON, ADAMS & WOLF, P.C. By: /s/ Allan B. Adams ---------------------------------- Allan B. Adams merge\285op.2 -----END PRIVACY-ENHANCED MESSAGE-----