Registration No. 333-106296 As filed with the Securities and Exchange Commission on July 1, 2003 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / PRE-EFFECTIVE AMENDMENT NO. 2 / X / POST-EFFECTIVE AMENDMENT NO.___ / / OPPENHEIMER MIDCAP FUND (Exact Name of Registrant as Specified in Charter) 6803 South Tucson Way, Centennial, Colorado 80112 (Address of Principal Executive Offices) 303-768-3200 (Registrant's Telephone Number) Robert G. Zack, Esq. Senior Vice President & General Counsel OppenheimerFunds, Inc. 498 Seventh Avenue, New York, New York 10018 (212) 323-0250 (Name and Address of Agent for Service) As soon as practicable after the Registration Statement becomes effective. (Approximate Date of Proposed Public Offering) Title of Securities Being Registered: Class A, Class B, Class C, Class N and Class Y shares of Oppenheimer MidCap Fund. No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940. - ------------------------------------------------------------------------------ The Registrant hereby amends the Registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), shall determine.
CONTENTS OF REGISTRATION STATEMENT This Registration Statement contains the following pages and documents: Front Cover Contents Page Cross-Reference Sheet Part A Proxy Statement for Oppenheimer Select Managers Gartmore Millennium Growth Fund II and Prospectus for Oppenheimer MidCap Fund - Incorporated by Reference to Pre-Effective Amendment No.1, filed on June 27, 2003. Exhibit A - Agreement and Plan of Reorganization between Oppenheimer Select Managers Gartmore Millennium Growth Fund II and Oppenheimer MidCap Fund - Incorporated by Reference to Initial Filing on June 19, 2003. Proxy Card - Incorporated by Reference to Initial Filing on June 19, 2003. Shareholder Letter - Incorporated by Reference to Initial Filing on June 19, 2003. Voting Instructions - Incorporated by Reference to Initial Filing on June 19, 2003. Notice of Meeting - Incorporated by Reference to Initial Filing on June 19, 2003. Part B Statement of Additional Information to Prospectus and Proxy Statement - Incorporated by reference, in its entirety, to Part B filed with the Initial Filing on June 19, 2003, and Pre-Effective Amendment No.1, filed on June 27, 2003. Part C Other Information Signatures Exhibits
OPPENHEIMER MIDCAP FUND FORM N-14A PART C OTHER INFORMATION Item 15. Indemnification - ------------------------- Reference is made to the provisions of Article Seventh of Registrant's Amended and Restated Declaration of Trust, filed by cross-reference to Exhibit 16(1) to this 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 December 5, 2002: Previously filed with Post-Effective Amendment No. 8 to Registrant's registration statement, (Reg. No. 333-31533), 12/19/02, and incorporated herein by reference. (2) By-Laws dated 6/18/97: Previously filed with Registrant's Initial registration statement (Reg. No. 333-31533), 7/18/97, and incorporated herein by reference. (3) N/A (4) Agreement and Plan of Reorganization: See Exhibit A to Part A of the Registration Statement: Previously filed with Registrant's N-14 filing, (File. No. 333-106296), 06/20/03, and incorporated herein by reference. (5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Initial Registration Statement, (Reg. No. 333-31533), 7/18/97, and incorporated herein by reference. (ii) Specimen Class B Share Certificate: Previously filed with Registrant's Initial Registration Statement, (Reg. No. 333-31533), 7/18/97, and incorporated herein by reference. (iii) Specimen Class C Share Certificate: Previously filed with Registrant's Initial Registration Statement, (Reg. No. 333-31533), 7/18/97, and incorporated herein by reference. (iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 5, (Reg. No. 333-31533), 12/6/00, and incorporated herein by reference. (v) Specimen Class Y Share Certificate: Previously filed with Registrant's Initial Registration Statement, (Reg. No. 333-31533), 7/18/97, and incorporated herein by reference. (6) Investment Advisory Agreement dated 11/17/97: Previously filed with Registrant's Pre-Effective Amendment No. 2 (Reg. No. 333-31533), 11/3/97, and incorporated herein by reference. (7) (i) General Distributor's Agreement dated 11/17/97, Previously filed with Registrant's Pre-Effective Amendment No. 2 (Reg. No. 333-31533), 11/3/97, and incorporated herein by reference. (ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by reference. (iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by reference. (iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by reference. (v) Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by reference. (vi) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and incorporated herein by reference. (8) Form of Deferred Compensation Plans for Disinterested Trustees/Directors: Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with Post-Effective Amendment No. 43 to the Registration Statement of Oppenheimer Quest For Value Funds (Reg. No. 333-31533), 12/21/98, and incorporated herein by reference. (9) (i) Amendment dated August 28, 2002 to the Global Custodial Services Agreement dated May 3, 2001 between Registrant and Citibank, N.A.: Previously filed with Post-Effective Amendment No. 29 to the Registration Statement of Oppenheimer Discovery Fund (Reg. No. 33-371), 11/22/02, and incorporated herein by reference. (ii) Global Custodial Services Agreement dated May 3, 2001 between Registrant and Citibank, N.A.: Previously filed with Post-Effective Amendment No. 33 to the Registration Statement of Centennial Money Market Trust (Reg. No. 2-65245), 10/25/01, and incorporated herein by reference (10) (i) Service Plan and Agreement for Class A shares dated 11/17/97: Previously filed with Registrant's Pre-Effective Amendment No. 2 (Reg. No. 333-31533), 11/3/97, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated 2/3/98: Previously filed with Registrant's Post-Effective Amendment No. 1 (Reg. No. 333-31533), 5/11/98, and incorporated herein by reference. (iii) Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated 2/3/98: Previously filed with Registrant's Post-Effective Amendment No. 1 (Reg. No. 333-31533), 5/11/98, and incorporated herein by reference. (iv) Form of Distribution and Service Plan and Agreement for Class N shares: Previously filed with Registrant's Post-Effective Amendment No. 5, 12/6/00 and incorporated herein by reference. (11) Opinion and Consent of Counsel: Opinion of Mayer, Brown, Rowe & Maw: Previously filed with Registrant's N-14 filing, (File No. 333-106296), 6/20/03, and incorporated herein by reference. (12) Tax Opinion Relating to the Reorganization: Tax Opinion of Deloitte and Touche LLP: Previously filed with Registrant's N-14A filing (File No. 333-106296), 6/27/03, and incorporated herein by reference. (13) N/A. (14) (i) Consent of Deloitte and Touche LLP: Filed herewith. (ii) Consent of KPMG LLP: Previously filed with Registrant's N-14A filing (File No. 333-106296), 6/27/03, and incorporated herein by reference. (15) N/A. (16) (i) Power of Attorney (including Certified Board resolution) for Robert G. Galli: Previously filed with Post-Effective Amendment No. 43 to the Registration Statement of Oppenheimer Quest For Value Funds (Reg. No. 33-15489), 12/21/98, and incorporated herein by reference. (ii) Power of Attorney for Brian W. Wixted: Previously filed with Post-Effective Amendment No. 5 to the Registration Statement of Oppenheimer Quest Capital Value Fund, Inc., (Reg. No. 333-16881), 2/22/00, and incorporated herein by reference. (iii) Powers of Attorney for Brian Wruble and John V. Murphy: Previously filed with Post Effective Amendment No. 49 to the Registration Statement of Oppenheimer Quest Value Fund, Inc., (Reg. 2-65223), 2/26/02, and incorporated herein by reference. Item 17. Undertakings - ---------------------- (1) N/A. (2) N/A. (3) The undersigned registrant agrees to file, in a post-effective amendment to the Registration Statement, a final tax opinion and consent relating to the Reorganization within a reasonable time within the Closing Date. (4) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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 Act and will be governed by the final adjudication of such issue.
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 New York and State of New York on the 1st day of July, 2003. OPPENHEIMER MIDCAP FUND By: /s/ John V. Murphy* ------------------------------------------- John V. Murphy, President & Principal Executive Officer 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/ Thomas W. Courtney* Chairman of the July 1, 2003 - -----------------------------Board of Trustees Thomas W. Courtney /s/ John V. Murphy* President & Principal - -----------------------------Executive Officer July 1, 2003 John V. Murphy /s/ Brian W. Wixted* Treasurer and Chief - -------------------------- Financial and July 1, 2003 Brian W. Wixted Accounting Officer /s/ Paul Y. Clinton* Trustee July 1, 2003 - ----------------------- Paul Y. Clinton /s/ Robert G. Galli* - ------------------------ Trustee July 1, 2003 Robert G. Galli /s/ Lacy B. Herrmann* Trustee July 1, 2003 - --------------------------- Lacy B. Herrmann /s/ Brian Wruble* Trustee July 1, 2003 - --------------------- Brian Wruble *By: /s/ Robert G. Zack - ----------------------------------------- July 1, 2003 Robert G. Zack, Attorney-in-Fact
OPPENHEIMER MIDCAP FUND EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 16(14)(i) Consent of Deloitte and Touche LLP