As filed with the Securities and Exchange Commission on May 14, 2001
Registration No. 333-59588
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / 1 /
POST-EFFECTIVE AMENDMENT NO. / /
OPPENHEIMER LARGE CAP GROWTH FUND
6803 South Tucson Way, Englewood, Colorado 80112
(Address of Principal Executive Offices)
303-768-3200
(Registrant's Telephone Number)
Andrew J. Donohue, Esq.
Executive Vice President and General Counsel
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
(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: for Class A, Class B, Class C, Class N
and Class Y shares of the Oppenheimer Large Cap Growth Fund.
It is proposed that this filing will become effective on May 27, 2001
pursuant to Rule 488.
The Registrant hereby amends this 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 the Registrant shall thereafter become effective
in accordance with Section 8A of the Securities Act of 1933 or until the
Registrant shall become effective on such date as the Commission acting pursuant
to said Section 8A may determine.”
No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Proxy Card for Oppenheimer Trinity Growth Fund for the previously filed
combined Prospectus and Proxy Statement of the Oppenheimer Large Cap Growth
Fund (Reg. No. 333-59588), 4/27/01, which Registration Statement is
incorporated in its entirety by reference.
775_FormN-14 Amendment
Oppenheimer Trinity Growth Fund
Proxy for Shareholders Meeting To
[OppenheimerFunds Logo] Be Held
August 28, 2001
Oppenheimer TRINITY GROWTH FUND
6803 S. Tucson Way Your shareholder vote is important!
Englewood, CO 80112-3924
The undersigned shareholder of
Oppenheimer Trinity Growth Fund,
Inc. (the "Fund"), does hereby
appoint Brian Wixted, Robert
Bishop, and Scott Farrar, and each
of them, as attorneys-in-fact and
proxies of the undersigned, with
full power of substitution, to
attend the Meeting of Shareholders
of the Fund to be held August 28,
2001, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 3:00
P.M., Mountain time, and at all
Adjournments thereof, and to vote
the shares held in the name of the
undersigned on the record date for
said meeting with respect to the
approval of the Agreement and Plan
of Reorganization set forth below.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
Proxy solicited on behalf of the
Board of Trustees, which recommends
a vote FOR the Proposal below. The
shares represented hereby will be
voted as indicated below or FOR if
no choice is indicated.
Your prompt response can save your
Fund money.
Please vote, sign and mail your
proxy ballot (attached below) in
the enclosed postage-paid
envelope today, no matter how
many shares you own. A majority
of the Fund's shares must be
represented in person or by
proxy. Please vote your proxy so
your Fund can avoid the expense
of another mailing.
To Vote By Telephone (a low-cost
method of voting your proxy):
1. Read the Proxy
Statement and have
your Proxy Card on
hand.
2. Call toll-free
1-______________.
3. Enter the ___-digit Control
Number found on your Proxy
Card.
4. Follow the simple instructions.
Keep This Portion for Your Records
Detach and Return this Portion Only
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Oppenheimer TRINITY GROWTH fund
Vote On Proposal For Against Abstain
1. Approval of the Agreement and
Plan of Reorganization between
Oppenheimer Trinity Growth Fund
("Trinity Growth Fund") and
Oppenheimer Large Cap Growth
Fund ("Large Cap Growth Fund"),
and the transactions
contemplated thereby, including
a. The transfer of all assets
of Trinity Growth Fund to
Large Cap Growth Fund in
exchange for Class A, Class
B, Class C, Class N and
Class Y shares of Large Cap
Growth Fund.
b. The distribution of these
shares of Large Cap Growth
Fund to the corresponding
Class A, Class B, Class C,
Class N and Class Y
shareholders of Trinity
Growth Fund in complete
liquidation of Trinity
Growth Fund.
c. The cancellation of the
outstanding shares of
Trinity Growth Fund.
NOTE: Please sign exactly as your name(s) appears hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account
is registered in the name of a corporation, partnership or other entity, a
duly authorized individual must sign on its behalf and give title.
Signature Date
Signature (Joint Owners) _______________________ Date _______________
Oppenheimer Large Cap Growth Fund Inactive
Filed: 14 May 01, 12:00am