-----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, G1PicwseMKt8P+5uHGfyODf2P2A33bvwU9t0F39Mqa0rqWcFfxO/aMgUtkeWGGHR gOCMh5+liUf/0em/MK9jkA== 0000935069-04-000902.txt : 20040623 0000935069-04-000902.hdr.sgml : 20040623 20040623170223 ACCESSION NUMBER: 0000935069-04-000902 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040430 FILED AS OF DATE: 20040623 EFFECTIVENESS DATE: 20040623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST CAPITAL VALUE FUND INC CENTRAL INDEX KEY: 0000799029 IRS NUMBER: 132527171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04797 FILM NUMBER: 04877800 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: QUEST FOR VALUE DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QFV DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19870111 N-CSRS 1 rs0835_10917.txt RS0835_10917.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04797 Oppenheimer Quest Capital Value Fund, Inc. (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: October 31 Date of reporting period: November 1, 2003 - April 30, 2004 Item 1. Reports to Stockholders. STATEMENT OF INVESTMENTS April 30, 2004 / Unaudited - -------------------------------------------------------------------------------- MARKET VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMON STOCKS--94.0% - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--19.0% - -------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--2.1% Yum! Brands, Inc. 1 173,000 $ 6,710,670 - -------------------------------------------------------------------------------- MEDIA--8.7% Lamar Advertising Co., Cl. A 1 327,900 13,463,574 - -------------------------------------------------------------------------------- Liberty Media Corp., Cl. A 1 217,000 2,373,980 - -------------------------------------------------------------------------------- Omnicom Group, Inc. 60,921 4,843,829 - -------------------------------------------------------------------------------- WPP Group plc, Sponsored ADR 154,600 7,620,234 ------------- 28,301,617 - -------------------------------------------------------------------------------- MULTILINE RETAIL--1.2% Dollar General Corp. 215,200 4,037,152 - -------------------------------------------------------------------------------- SPECIALTY RETAIL--6.5% Abercrombie & Fitch Co., Cl. A 106,100 3,336,845 - -------------------------------------------------------------------------------- Office Depot, Inc. 1 252,300 4,417,773 - -------------------------------------------------------------------------------- Ross Stores, Inc. 336,200 10,254,100 - -------------------------------------------------------------------------------- Weight Watchers International, Inc. 1 80,300 3,131,700 ------------- 21,140,418 - -------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS--0.5% Columbia Sportswear Co. 1 29,000 1,543,960 - -------------------------------------------------------------------------------- ENERGY--7.7% - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--4.4% Nabors Industries Ltd. 1 113,800 5,048,168 - -------------------------------------------------------------------------------- National-Oilwell, Inc. 1 332,600 9,286,192 ------------- 14,334,360 - -------------------------------------------------------------------------------- OIL & GAS--3.3% Anadarko Petroleum Corp. 141,100 7,560,138 - -------------------------------------------------------------------------------- BP plc, ADR 62,000 3,279,800 ------------- 10,839,938 MARKET VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- FINANCIALS--12.4% - -------------------------------------------------------------------------------- COMMERCIAL BANKS--3.9% M&T Bank Corp. 45,300 $ 3,850,500 - -------------------------------------------------------------------------------- SouthTrust Corp. 183,100 5,690,748 - -------------------------------------------------------------------------------- Trustmark Corp. 119,800 3,189,076 ------------- 12,730,324 - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--2.8% American Express Co. 63,000 3,083,850 - -------------------------------------------------------------------------------- Citigroup, Inc. 129,800 6,242,082 ------------- 9,325,932 - -------------------------------------------------------------------------------- INSURANCE--2.3% Nationwide Financial Services, Inc., Cl. A 133,200 4,582,080 - -------------------------------------------------------------------------------- Platinum Underwriters Holdings Ltd. 89,000 2,846,220 ------------- 7,428,300 - -------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE--3.4% Freddie Mac 139,800 8,164,320 - -------------------------------------------------------------------------------- Radian Group, Inc. 60,500 2,813,855 ------------- 10,978,175 - -------------------------------------------------------------------------------- HEALTH CARE--13.8% - -------------------------------------------------------------------------------- BIOTECHNOLOGY--2.4% Charles River Laboratories International, Inc. 1 130,400 5,998,400 - -------------------------------------------------------------------------------- United Therapeutics Corp. 1 73,300 1,804,646 ------------- 7,803,046 - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--4.2% Millipore Corp. 1 264,532 13,869,413 - -------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--7.2% Community Health Systems, Inc. 1 108,800 2,805,952 - -------------------------------------------------------------------------------- Inveresk Research Group, Inc. 1 298,100 8,448,154 12 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. MARKET VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES Continued Laboratory Corp. of America Holdings 1 179,900 $ 7,149,226 - -------------------------------------------------------------------------------- Pharmaceutical Product Development, Inc. 1 167,714 4,959,303 ------------- 23,362,635 - -------------------------------------------------------------------------------- INDUSTRIALS--27.6% - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE--5.6% Alliant Techsystems, Inc. 1 181,226 10,744,890 - -------------------------------------------------------------------------------- General Dynamics Corp. 26,500 2,480,930 - -------------------------------------------------------------------------------- Rockwell Collins, Inc. 157,400 5,076,150 ------------- 18,301,970 - -------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--5.1% Aramark Corp., Cl. B 359,700 10,287,420 - -------------------------------------------------------------------------------- Dun & Bradstreet Corp. 1 64,600 3,375,350 - -------------------------------------------------------------------------------- Viad Corp. 121,700 3,037,632 ------------- 16,700,402 - -------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT--2.8% AMETEK, Inc. 133,400 3,535,100 - -------------------------------------------------------------------------------- Roper Industries, Inc. 112,000 5,437,600 ------------- 8,972,700 - -------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES--1.7% General Electric Co. 185,100 5,543,745 - -------------------------------------------------------------------------------- MACHINERY--7.8% Actuant Corp., Cl. A 1 97,600 3,335,968 - -------------------------------------------------------------------------------- Eaton Corp. 150,600 8,942,628 - -------------------------------------------------------------------------------- Navistar International Corp. 1 57,800 2,609,670 - -------------------------------------------------------------------------------- Oshkosh Truck Corp. 203,000 10,393,600 ------------- 25,281,866 MARKET VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- ROAD & RAIL--4.6% Canadian National Railway Co. 259,050 $ 9,784,319 - -------------------------------------------------------------------------------- Pacer International, Inc. 1 280,300 5,269,640 ------------- 15,053,959 - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY--10.2% - -------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--6.1% Arrow Electronics, Inc. 1 257,300 6,504,544 - -------------------------------------------------------------------------------- Diebold, Inc. 135,800 6,259,022 - -------------------------------------------------------------------------------- Jabil Circuit, Inc. 1 60,200 1,588,678 - -------------------------------------------------------------------------------- Mettler-Toledo International, Inc. 127,200 5,701,104 ------------- 20,053,348 - -------------------------------------------------------------------------------- IT SERVICES--2.7% Gartner, Inc., Cl. A 1 369,600 4,413,024 - -------------------------------------------------------------------------------- Unisys Corp. 1 328,293 4,277,658 ------------- 8,690,682 - -------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.4% Intel Corp. 180,000 4,631,400 - -------------------------------------------------------------------------------- MATERIALS--1.5% - -------------------------------------------------------------------------------- METALS & MINING--1.5% Inco Ltd. 1 167,400 4,812,750 - -------------------------------------------------------------------------------- UTILITIES--1.8% - -------------------------------------------------------------------------------- ELECTRIC UTILITIES--1.8% Cinergy Corp. 151,000 5,728,938 ------------- Total Common Stocks (Cost $255,174,088) 306,177,700 13 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. STATEMENT OF INVESTMENTS Unaudited / Continued - -------------------------------------------------------------------------------- PRINCIPAL MARKET VALUE AMOUNT SEE NOTE 1 - -------------------------------------------------------------------------------- SHORT-TERM NOTES--4.9% - -------------------------------------------------------------------------------- American Express Credit Corp., 1%, 5/6/04 2 $5,000,000 $ 4,999,306 - -------------------------------------------------------------------------------- Federal Home Loan Bank, 0.93%, 5/25/04 5,000,000 4,996,900 - -------------------------------------------------------------------------------- Student Loan Marketing Assn., 0.90%, 5/3/04 5,861,000 5,860,707 ------------- Total Short-Term Notes (Cost $15,856,913) 15,856,913 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $271,031,001) 98.9% 322,034,613 - -------------------------------------------------------------------------------- OTHER ASSETS NET OF LIABILITIES 1.1 3,467,109 ------------------------- NET ASSETS 100.0% $325,501,722 ========================= FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $4,999,306 or 1.54% of the Fund's net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Directors. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 14 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. STATEMENT OF ASSETS AND LIABILITIES Unaudited - --------------------------------------------------------------------------------
April 30, 2004 - ---------------------------------------------------------------------------------------------------- ASSETS - ---------------------------------------------------------------------------------------------------- Investments, at value (cost $271,031,001)--see accompanying statement of investments $322,034,613 - ---------------------------------------------------------------------------------------------------- Cash 71,586 - ---------------------------------------------------------------------------------------------------- Receivables and other assets: Investments sold 5,117,430 Shares of capital stock sold 658,833 Interest and dividends 132,430 Other 47,459 ------------- Total assets 328,062,351 - ---------------------------------------------------------------------------------------------------- LIABILITIES - ---------------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 1,872,019 Shares of capital stock redeemed 469,525 Distribution and service plan fees 64,381 Transfer and shareholder servicing agent fees 58,628 Shareholder communications 39,084 Directors' compensation 30,683 Other 26,309 ------------- Total liabilities 2,560,629 - ---------------------------------------------------------------------------------------------------- NET ASSETS $325,501,722 ============= - ---------------------------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS - ---------------------------------------------------------------------------------------------------- Par value of shares of capital stock $ 1,305 - ---------------------------------------------------------------------------------------------------- Additional paid-in capital 258,753,483 - ---------------------------------------------------------------------------------------------------- Accumulated net investment loss (863,814) - ---------------------------------------------------------------------------------------------------- Accumulated net realized gain on investments 16,607,136 - ---------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments 51,003,612 ------------- NET ASSETS $325,501,722 =============
15 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued - --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------- NET ASSET VALUE PER SHARE - --------------------------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $225,150,751 and 8,859,775 shares of capital stock outstanding) $25.41 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $26.96 - --------------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $60,978,310 and 2,562,086 shares of capital stock outstanding) $23.80 - --------------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $30,575,808 and 1,283,185 shares of capital stock outstanding) $23.83 - --------------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $8,796,853 and 349,100 shares of capital stock outstanding) $25.20
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 16 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. STATEMENT OF OPERATIONS Unaudited - -------------------------------------------------------------------------------- For the Six Months Ended April 30, 2004 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- INVESTMENT INCOME - --------------------------------------------------------------------------------- Dividends (net of foreign withholding taxes of $14,090) $ 1,659,983 - --------------------------------------------------------------------------------- Interest 95,165 ------------ Total investment income 1,755,148 - --------------------------------------------------------------------------------- EXPENSES - --------------------------------------------------------------------------------- Management fees 1,401,951 - --------------------------------------------------------------------------------- Distribution and service plan fees: Class A 254,901 Class B 295,919 Class C 159,868 Class N 19,252 - --------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 215,753 Class B 96,616 Class C 51,117 Class N 24,793 - --------------------------------------------------------------------------------- Shareholder communications: Class A 19,057 Class B 11,006 Class C 5,590 Class N 793 - --------------------------------------------------------------------------------- Directors' compensation 15,938 - --------------------------------------------------------------------------------- Custodian fees and expenses 2,195 - --------------------------------------------------------------------------------- Other 33,535 ------------ Total expenses 2,608,284 Less reduction to custodian expenses (502) Less voluntary waiver of transfer and shareholder servicing agent fees: Class A (689) Class N (11,472) ------------ Net expenses 2,595,621 - --------------------------------------------------------------------------------- NET INVESTMENT LOSS (840,473) - --------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN - --------------------------------------------------------------------------------- Net realized gain on investments 16,667,017 - --------------------------------------------------------------------------------- Net change in unrealized appreciation on investments 6,373,899 - --------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $22,200,443 ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 17 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
SIX MONTHS YEAR ENDED ENDED APRIL 30, 2004 OCTOBER 31, (UNAUDITED) 2003 - ------------------------------------------------------------------------------------- OPERATIONS - ------------------------------------------------------------------------------------- Net investment loss $ (840,473) $ (1,575,259) - ------------------------------------------------------------------------------------- Net realized gain 16,667,017 8,272,859 - ------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) 6,373,899 46,887,264 ---------------------------- Net increase in net assets resulting from operations 22,200,443 53,584,864 - ------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS - ------------------------------------------------------------------------------------- Distributions from net realized gain: Class A (1,407,508) -- Class B (421,500) -- Class C (234,513) -- Class N (47,778) -- - ------------------------------------------------------------------------------------- CAPITAL STOCK TRANSACTIONS - ------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from capital stock transactions: Class A 17,320,829 6,104,178 Class B 1,840,712 3,216,603 Class C (2,011,213) 8,915,736 Class N 1,941,390 2,367,129 - ------------------------------------------------------------------------------------- NET ASSETS - ------------------------------------------------------------------------------------- Total increase 39,180,862 74,188,510 - ------------------------------------------------------------------------------------- Beginning of period 286,320,860 212,132,350 ---------------------------- End of period (including accumulated net investment loss of $863,814 and $23,341, respectively) $325,501,722 $286,320,860 ============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 18 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
SIX MONTHS YEAR ENDED ENDED APRIL 30, 2004 OCT. 31, CLASS A (UNAUDITED) 2003 2002 2001 2000 1999 - --------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 23.71 $ 19.07 $ 20.91 $ 33.65 $ 33.66 $ 32.11 - --------------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.04) (.09) (.13) (.11) (.25) (.06) Net realized and unrealized gain (loss) 1.91 4.73 (1.25) (2.59) 6.08 2.70 ------------------------------------------------------------------------------- Total from investment operations 1.87 4.64 (1.38) (2.70) 5.83 2.64 - --------------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- -- (.04) Dividends in excess of net investment income -- -- -- -- -- -- 1 Distributions from net realized gain (.17) -- (.46) (10.04) (5.84) (1.05) ------------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.17) -- (.46) (10.04) (5.84) (1.09) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 25.41 $ 23.71 $ 19.07 $ 20.91 $33.65 $ 33.66 =============================================================================== - --------------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 7.93% 24.33% (6.90)% (9.91)% 20.63% 8.47% - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $225,151 $193,955 $150,161 $154,346 $177,876 $224,995 - --------------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $213,803 $165,906 $164,479 $161,187 $181,216 $256,450 - --------------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.27)% (0.43)% (0.61)% (0.44)% (0.73)% (0.17)% Total expenses 1.39% 1.56% 1.71% 1.67% 1.73% 1.71% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses N/A 4,5 N/A 4,5 N/A 4,5 N/A 4 N/A 4 1.58% - --------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 29% 74% 75% 80% 77% 79%
1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 19 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
SIX MONTHS YEAR ENDED ENDED APRIL 30, 2004 OCT. 31, CLASS B (UNAUDITED) 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ---------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 22.31 $ 18.09 $ 19.99 $ 32.77 $ 33.07 $ 31.71 - ---------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.13) (.22) (.19) .05 (.34) (.19) Net realized and unrealized gain (loss) 1.79 4.44 (1.25) (2.79) 5.88 2.60 ------------------------------------------------------------------- Total from investment operations 1.66 4.22 (1.44) (2.74) 5.54 2.41 - ---------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- -- -- Dividends in excess of net investment income -- -- -- -- -- -- 1 Distributions from net realized gain (.17) -- (.46) (10.04) (5.84) (1.05) ------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.17) -- (.46) (10.04) (5.84) (1.05) - ---------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 23.80 $ 22.31 $ 18.09 $ 19.99 $ 32.77 $ 33.07 =================================================================== - ---------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 7.48% 23.33% (7.53)% (10.48)% 20.02% 7.83% - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $60,978 $55,449 $42,010 $34,278 $17,429 $15,634 - ---------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $59,522 $46,785 $42,900 $27,144 $15,719 $14,112 - ---------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (1.17)% (1.23)% (1.30)% (1.13)% (1.26)% (0.80)% Total expenses 2.30% 2.43% 2.41% 2.26% 2.27% 2.27% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses N/A 4 2.36% N/A 4,5 N/A 4 N/A 4 2.19% - ---------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 29% 74% 75% 80% 77% 79%
1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 20 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
SIX MONTHS YEAR ENDED ENDED APRIL 30, 2004 OCT. 31, CLASS C (UNAUDITED) 2003 2002 2001 2000 1999 - ----------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 22.34 $ 18.11 $ 20.01 $ 32.80 $33.09 $31.73 - ----------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.15) (.14) (.13) .11 (.38) (.17) Net realized and unrealized gain (loss) 1.81 4.37 (1.31) (2.86) 5.93 2.58 -------------------------------------------------------------------- Total from investment operations 1.66 4.23 (1.44) (2.75) 5.55 2.41 - ----------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- -- -- Dividends in excess of net investment income -- -- -- -- -- -- 1 Distributions from net realized gain (.17) -- (.46) (10.04) (5.84) (1.05) -------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.17) -- (.46) (10.04) (5.84) (1.05) - ----------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 23.83 $ 22.34 $ 18.11 $ 20.01 $32.80 $33.09 ==================================================================== - ----------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 7.47% 23.36% (7.52)% (10.50)% 20.05% 7.82% - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $30,576 $30,510 $16,979 $10,272 $5,053 $4,632 - ----------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $32,126 $20,901 $15,323 $ 7,898 $4,969 $4,117 - ----------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (1.14)% (1.24)% (1.30)% (1.13)% (1.25)% (0.80)% Total expenses 2.28% 2.43% 2.41% 2.26% 2.27% 2.26% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses N/A 4 2.36% N/A 4,5 N/A 4 N/A 4 2.18% - ----------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 29% 74% 75% 80% 77% 79%
1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 21 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
SIX MONTHS YEAR ENDED ENDED APRIL 30, 2004 OCT. 31, CLASS N (UNAUDITED) 2003 2002 2001 1 - ----------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------------- Net asset value, beginning of period $23.56 $19.00 $20.88 $ 23.25 - ----------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.09) (.15) (.17) (.03) Net realized and unrealized gain (loss) 1.90 4.71 (1.25) (2.34) ------------------------------------------- Total from investment operations 1.81 4.56 (1.42) (2.37) - ----------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- Dividends in excess of net investment income -- -- -- -- Distributions from net realized gain (.17) -- (.46) -- ------------------------------------------- Total dividends and/or distributions to shareholders (.17) -- (.46) -- - ----------------------------------------------------------------------------------------------- Net asset value, end of period $25.20 $23.56 $19.00 $ 20.88 =========================================== - ----------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 7.73% 24.00% (7.10)% (10.19)% - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $8,797 $6,408 $2,983 $ 187 - ----------------------------------------------------------------------------------------------- Average net assets (in thousands) $7,751 $4,218 $1,475 $ 38 - ----------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.69)% (0.75)% (0.88)% (0.96)% Total expenses 2.09% 1.97% 1.87% 1.75% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.79% 1.87% N/A 4,5 N/A 4 - ----------------------------------------------------------------------------------------------- Portfolio turnover rate 29% 74% 75% 80%
1. For the period from March 1, 2001 (inception of offering) to October 31, 2001. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 22 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer Quest Capital Value Fund, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Manager has entered into a subadvisory agreement with OpCap Advisors. The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Directors. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective foreign exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Directors. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange. Amounts related to the purchase and sale of foreign 23 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Unaudited / Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. As of April 30, 2004, the Fund had no estimated unused capital loss carryforward available for federal income tax purposes. - -------------------------------------------------------------------------------- DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan for the Fund's independent directors. Benefits are based on years of service and fees paid to each director during the years of service. During the six months ended April 30, 2004, the Fund's projected benefit obligations were increased by $2,439 and payments of $563 were made to retired directors, resulting in an accumulated liability of $25,215 as of April 30, 2004. The Board of Directors has adopted a deferred compensation plan for independent directors, that enables directors to elect to defer receipt of all or a portion of the annual 24 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to them under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund does purchase shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of "Other" within the asset section of the Statement of Assets and Liabilities. Deferral of directors' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable, represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 25 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Unaudited / Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2. SHARES OF CAPITAL STOCK The Fund has authorized one billion shares of $0.0001 par value capital stock in the aggregate to be apportioned among each class of shares. Transactions in shares of capital stock were as follows:
SIX MONTHS ENDED APRIL 30, 2004 YEAR ENDED OCTOBER 31, 2003 SHARES AMOUNT SHARES AMOUNT - ---------------------------------------------------------------------------------------- CLASS A Sold 1,285,857 $ 32,723,769 2,110,627 $ 42,829,597 Dividends and/or distributions reinvested 49,931 1,200,853 -- -- Redeemed (657,362) (16,603,793) (1,805,326) (36,725,419) ------------------------------------------------------ Net increase 678,426 $ 17,320,829 305,301 $ 6,104,178 ====================================================== - ---------------------------------------------------------------------------------------- CLASS B Sold 370,542 $ 8,817,830 849,036 $ 16,481,174 Dividends and/or distributions reinvested 17,259 390,235 -- -- Redeemed (310,796) (7,367,353) (686,631) (13,264,571) ------------------------------------------------------ Net increase 77,005 $ 1,840,712 162,405 $ 3,216,603 ====================================================== - ---------------------------------------------------------------------------------------- CLASS C Sold 246,641 $ 5,856,590 902,743 $ 18,309,043 Dividends and/or distributions reinvested 8,074 182,716 -- -- Redeemed (337,396) (8,050,519) (474,437) (9,393,307) ------------------------------------------------------ Net increase (decrease) (82,681) $ (2,011,213) 428,306 $ 8,915,736 ====================================================== - ---------------------------------------------------------------------------------------- CLASS N Sold 116,016 $ 2,923,019 176,429 $ 3,643,164 Dividends and/or distributions reinvested 1,999 47,770 -- -- Redeemed (40,932) (1,029,399) (61,386) (1,276,035) ------------------------------------------------------ Net increase 77,083 $ 1,941,390 115,043 $ 2,367,129 ======================================================
- -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended April 30, 2004, were $101,547,317 and $84,811,930, respectively. - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund. Effective January 1, 2004, the agreement provides for a fee at an annual rate of 0.90% of the first $400 million of average annual net assets of the Fund, 0.85% of the next $400 million, 0.80% of the next $400 million, 0.70% of the next $400 million, 0.65% of the next $400 million and 0.60% of average 26 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. annual net assets in excess of $2 billion. From June 15, 2003 through December 31, 2003, the annual advisory fee rate was 0.90% of the first $400 million of average annual net assets of the Fund, 0.85% of the next $600 million, 0.80% of the next $2 billion, 0.70% of the next $1 billion, 0.65% of the next $1 billion and 0.60% of average annual net assets in excess of $5 billion. - -------------------------------------------------------------------------------- ADMINISTRATION SERVICES. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund's tax returns. - -------------------------------------------------------------------------------- SUB-ADVISOR FEES. The Manager retains OpCap Advisors (the Sub-Advisor) to provide the day-to-day portfolio management of the Fund. The Manager pays the Sub-Advisor a monthly fee based on the fee schedule set forth in the Fund's prospectus. For the six months ended April 30, 2004, the Manager paid $547,758 to the Sub-Advisor for its services to the Fund. - -------------------------------------------------------------------------------- TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the six months ended April 30, 2004, the Fund paid $378,641 to OFS for services to the Fund. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the Fund's classes of shares. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Distribution and Service Plan for Class A shares. Under the Plan, the Fund pays a service fee to the Distributor of 0.25% of the average annual net assets of Class A shares. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Under the Plan, the Fund may also pay an asset-based sales charge to the Distributor. The Board of Directors has set the annual asset-based sales charge rate at zero. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Directors and its 27 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Unaudited / Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued independent directors must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor's aggregate uncompensated expenses under the plan at April 30, 2004 for Class B, Class C and Class N shares were $1,099,542, $330,794 and $108,417, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- SALES CHARGES. Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated.
CLASS A CLASS B CLASS C CLASS N CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SIX MONTHS RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR - ---------------------------------------------------------------------------------------------- April 30, 2004 $92,490 $1,287 $57,475 $7,167 $1,140
- -------------------------------------------------------------------------------- 5. BORROWING AND LENDING ARRANGEMENTS The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission (the SEC) to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. The SEC's order requires the Fund's Board of Directors to adopt operating policies and procedures to administer interfund borrowing and lending. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Directors, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the six months ended or at April 30, 2004. 28 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 29 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC. Item 2. Code of Ethics The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Item 3. Audit Committee Financial Expert The Board of Directors of the registrant has determined that the registrant does not have an audit committee financial expert serving on its Audit Committee. In this regard, no member of the Audit Committee was identified as having all of the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR to qualify as an "audit committee financial expert," whether through the type of specialized education or experience described in that Instruction. The Board has concluded that while the members of the Audit Committee collectively have the necessary attributes and experience required to serve effectively as an Audit Committee, no single member possesses all of the required technical attributes through the particular methods of education or experience set forth in the Instructions to be designated as an audit committee financial expert. Item 4. Principal Accountant Fees and Services Not applicable to semiannual reports. Item 5. Not applicable Item 6. Schedule of Investments Not applicable Item 7. Not applicable Item 8. Not applicable Item 9. Submission of Matters to a Vote of Security Holders The Board is responsible for approving nominees for election as directors. To assist in this task, the Board has designated the Audit Committee as the nominating committee for the Board. It reviews and recommends nominees to the Board. The Committee is comprised entirely of disinterested directors as defined in Section 2(a)(19) of the Investment Company Act of 1940. The Audit Committee charter describes the responsibilities of the Committee in nominating candidates for election as independent Directors of the Registrant. The Registrant's Board has adopted a written charter for the Committee. A current copy of the Audit Committee charter is available to shareholders on the OppenheimerFunds website at www.oppenheimerfunds.com. Under the current policy, if the Board determines that a vacancy exists or is likely to exist on the Board, the Audit Committee of the Board will consider candidates for Board membership including recommended by Registrant shareholders. The Audit Committee will consider nominees recommended by independent Board members or recommended by any other Board members including Board members affiliated with the Registrant's investment advisors. The Committee may, upon Board approval, retain an executive search firm to assist in screening potential candidates. Upon Board approval, the Audit Committee may also use the services of legal, financial, or other external counsel that it deems necessary or desirable in the screening process. Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112, to the attention of the Board of Directors of the named Registrant, c/o the Secretary of the Registrant. The Committee's process for identifying and evaluating nominees for directors includes a number of factors. In screening candidates for board membership, whether the candidate is suggested by Board members, shareholders or others, the Committee considers the candidate's professional experience, soundness of judgment, integrity, ability to make independent, analytical inquiries, collegiality, willingness and ability to devote the time required to perform Board activities adequately, ability to represent the interests of all shareholders of the Registrant, and diversity relative to the board's composition. Candidates are expected to provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of shareholders. Item 10. Controls and Procedures (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of April 30, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a) Exhibit attached hereto. (Attach code of ethics as exhibit) (b) Exhibits attached hereto. (Attach certifications as exhibits) EX-99.CODE ETH 2 ex99_code-835.txt EX99_CODE-835.TXT EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as Exhibit A.(1) 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. - ---------------------------- 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Reports of Conflicts of Interests If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. Waivers Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. Annual Renewal At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Sanctions Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. - --------------------- 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. 9. Required Records The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. Confidentiality. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel Exhibit A Positions Covered by this Code of Ethics for Senior Officers Each Oppenheimer or Centennial fund Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer Personnel of OFI who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting EX-99.CERT 3 ex99_302cert-835.txt EX99_302CERT-835.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, John V. Murphy, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Quest Capital Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 6/15/04 /s/John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, Brian W. Wixted, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Quest Capital Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 6/15/04 /s/Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ex99_906cert-835.txt EX99_906CERT-835.TXT EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 John V. Murphy, Chief Executive Officer, and Brian W. Wixted, Chief -------------- ---------------- Financial Officer, of Oppenheimer Quest Capital Value Fund, Inc. (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended April 30, 2004 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Quest Capital Value Oppenheimer Quest Capital Value Fund, Inc. Fund, Inc. /s/John V. Murphy /s/Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 6/15/04 Date: 6/15/04 -----END PRIVACY-ENHANCED MESSAGE-----