As filed with the Securities and Exchange Commission on May 31, 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 / X /
PRE-EFFECTIVE AMENDMENT NO. / 3 /
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 & 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 June 30, 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
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover*
Contents Page*
Cross-Reference Sheet*
Proxy Card**
Part A
Proxy Statement for Oppenheimer Trinity Growth Fund and Prospectus for Oppenheimer Large Cap Growth Fund.*
Part B
Statement of Additional Information*
Pro Forma Combined Financial Statements for Oppenheimer Large Cap Growth Fund and Oppenheimer Trinity Growth Fund
Part C
Other Information
Signatures
Exhibits*
* Previously filed with Registrant's Registration Statement on Form N-14AE (4/27/01) (Reg. No. 333-59588), and
incorporated herein by reference.
** Previously filed with Registrant's Pre-Effective Amendment No. 2 to the Registration Statement No. 333-59588
on Form N-14A (5/14/01), and incorporated herein by reference.
OPPENHEIMER LARGE CAP GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to the provisions of Article Seventh of Registrant's Declaration of Trust Previously
filed as Exhibit 23(a) 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 May 6, 1998: Previously filed with Pre-Effective
Amendment No. 1 to Registrant's registration statement, 5/6/98, and incorporated herein by reference.
(2) Amended and Restated By-Laws dated 6/4/98: Previously filed with Registrant's Pre-Effective Amendment
No. 2 to Registrant's registration statement, 6/19/98, and incorporated herein by reference.
(3) N/A
(4) Agreement and Plan of Reorganization: See Exhibit A to Part A of the Registration Statement (Reg. No.
333-59588), 4/27/01, and incorporated herein by reference.
(5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 3 to Registrant's Registration Statement, 11/26/99, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 3 to Registrant's Registration Statement, 11/26/99, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 3 to Registrant's Registration Statement, 11/26/99, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post Effective Amendment
No. 4 (12/1/00), and incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 3 to Registrant's Registration Statement, 11/26/99, and incorporated herein by reference.
(6) (i) Investment Advisory Agreement dated December 17, 1998: Previously filed with Registrant's
Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.
(7) (i) General Distributor's Agreement dated December 17, 1998: Previously filed with Registrant's
Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.
(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Trinity Value Fund (Reg. No.
333-79707), 8/25/99, and incorporated herein by reference.
(iii) Form of OppenheimerFunds Distributor, Inc. Broker Agreement: Previously filed with Pre-Effective
Amendment No. 2 to the Registration Statement of Oppenheimer Trinity Value Fund (Reg. No. 333-79707),
8/25/99, and incorporated herein by reference.
1
(iv) Form of OppenheimerFunds Distributor, Inc. Agency Agreement: Previously filed with
Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Trinity Value Fund (Reg. No.
333-79707), 8/25/99, and incorporated herein by reference.
(8) Form of Deferred Compensation Plans for Disinterested Trustees/Directors:
(i) Retirement Plan for Non-Interested Trustees or Directors dated June 7, 1990: Previously filed with
Post-Effective Amendment No. 97 to the Registration Statement of Oppenheimer Fund (File No.
2-14586), 8/30/90, Previously refiled with Post-Effective Amendment No. 45 of Oppenheimer Growth
Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated herein
by reference.
(ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with
Post-Effective Amendment No. 26 to the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), 10/28/98, and incorporated by reference.
(9) (i) Custody Agreement dated May 2, 1998: Previously filed with Registrant's Pre-Effective Amendment No.
1, 5/6/98, and incorporated herein by reference.
(ii) Foreign Custody Manager Agreement between Registrant and The Bank of New York: Previously filed
with Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer World Bond Fund (Reg.
333-48973), 4/23/98, and incorporated herein by reference.
(10) (i) Service Plan and Agreement for Class A shares dated December 17, 1998: Previously filed with
Registrant's Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement for Class B shares dated March 1, 1999: Previously
filed with Registrant's Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.
(iii) Distribution and Service Plan and Agreement for Class C shares dated March 1, 1999: Previously
filed with Registrant's Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.
(iv) Form Distribution and Service Plan and Agreement for Class N shares: Previously filed with
Registrant's Post-Effective Amendment No. 4 to the Registrant's Registration Statement, 12/1/00, and
incorporated herein by reference.
(11) Opinion and Consent of Counsel: To be filed by Amendment.
(12) Tax Opinions Relating to the Reorganization: Draft Tax Opinion - To be filed by Amendment.
(13) N/A.
(14) (i) Consent of KPMG LLP: Draft - To be filed by Amendment.
(15) N/A.
(16) Powers of Attorney for all Trustees/Directors and Officers (including Certified Board Resolutions):
Previously filed with Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176), 10/5/00, and incorporated herein by reference.
Item 17. Undertakings
(1) N/A.
(2) N/A.
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 31st day of May 2001.
OPPENHEIMER LARGE CAP FUND
By: /s/ Bridget A. Macaskill*
-------------------------------------
Bridget A. Macaskill, President
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/ Leon Levy* Chairman of the
- ---------------------------------- Board of Trustees May 31, 2001
Leon Levy
/s/ Donald W. Spiro* Vice Chairman of the May 31, 2001
- ---------------------------------- Board and Trustee
Donald W. Spiro
/s/ Bridget A. Macaskill* President and May 31, 2001
- --------------------------------- Chief Executive
Bridget A. Macaskill Officer and Trustee
/s/ Brian W. Wixted* Treasurer and Principal May 31, 2001
- --------------------------------- Financial and
Brian W. Wixted Accounting Officer
/s/ Robert G. Galli* Trustee May 31, 2001
- ----------------------------------
Robert G. Galli
/s/ Phillip A. Griffiths Trustee May 31, 2001
- ---------------------------------
Phillip A. Griffiths
/s/ Benjamin Lipstein* Trustee May 31, 2001
- ---------------------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee May 31, 2001
- ---------------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee May 31, 2001
- ---------------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee May 31, 2001
- ---------------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee May 31, 2001
- ---------------------------------
Russell S. Reynolds, Jr.
/s/ Clayton K. Yeutter* Trustee May 31, 2001
- ---------------------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- ----------------------------------------- May 31, 2001
Robert G. Zack, Attorney-in-Fact
