--------------------------- As filed with the Securities and Exchange Commission on August 23, 2007 OMB APPROVAL --------------------------- --------------------------- Registration No. 333-144564 OMB Number: 3235-0336 Expires March 31, 2008 Estimated average burden hours per response 1312.9 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / PRE-EFFECTIVE AMENDMENT NO. 3 / X / POST-EFFECTIVE AMENDMENT NO. __ / / OPPENHEIMER CAPITAL APPRECIATION FUND (Exact Name of Registrant as Specified in Charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of Principal Executive Offices) 303-768-3200 (Registrant's Area Code and Telephone Number) Robert G. Zack, Esq. Executive Vice President & General Counsel OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street New York, New York 10148 (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 Capital Appreciation Fund. No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, as amended. The Registrant hereby amends this Registration Statement on such date 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 said Section 8(a), may determine. This Pre-Effective Amendment is being filed solely to revise Part B of the Registration Statement to incorporate by reference the semi-annual reports of Capital Appreciation Fund and Emerging Technologies Fund, dated February 28, 2007 and April 30, 2007, respectively. Parts A and C are incorporated herein by reference from the Registration Statement filed on August 9, 2007. STATEMENT OF ADDITIONAL INFORMATION TO PROSPECTUS AND PROXY STATEMENT OF OPPENHEIMER CAPITAL APPRECIATION FUND PART B Acquisition of the Assets of OPPENHEIMER EMERGING TECHNOLOGIES FUND By and in exchange for Shares of OPPENHEIMER CAPITAL APPRECIATION FUND This Statement of Additional Information to this Prospectus and Proxy Statement (the "SAI") relates specifically to the proposed delivery of substantially all of the assets of Oppenheimer Emerging Technologies Fund ("Emerging Technologies Fund") for Class A, Class B, Class C, Class N and Class Y shares of Oppenheimer Capital Appreciation Fund ("Capital Appreciation Fund") (the "Reorganization"). This SAI consists of this Cover Page and the following documents which are incorporated into this SAI by reference: (i) the Statement of Additional Information of Emerging Technologies Fund dated February 28, 2007, as supplemented May 21, 2007 ; (ii) the Statement of Additional Information of Capital Appreciation Fund dated October 26, 2006, as supplemented November 24, 2006 and December 15, 2006, which includes audited financial statements of Capital Appreciation Fund for the 12-month period ended August 31, 2006; (iii) the semi-annual report of Capital Appreciation Fund, which includes unaudited financial statements for the 6-month period ended February 28, 2007; (iv) the annual report of Emerging Technologies Fund which includes audited financial statements of Emerging Technologies Fund for the 12-month period ended October 31, 2006; and (v) the semi-annual report of Emerging Technologies Fund, which includes unaudited financial statements for the 6-month period ended April 30, 2007. This SAI is not a Prospectus; you should read this SAI in conjunction with the combined Prospectus and Proxy Statement dated August 30, 2007 relating to the Reorganization. You can request a copy of the Prospectus and Proxy Statement by calling 1.800.647.1963 or by writing OppenheimerFunds Services at P.O. Box 5270, Denver, Colorado 80217. The date of this SAI is August 30, 2007. PRO FORMA FINANCIAL STATEMENTS Pro forma financial statements demonstrating the effect of the Reorganization on Capital Appreciation Fund are not necessary because the net asset value of Emerging Technologies Fund does not exceed ten percent of the net asset value of Capital Appreciation Fund as of June 30, 2007. SIGNATURES As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of the registrant, in the City of New York and State of New York, on the 23rd day of August, 2007. Oppenheimer Capital Appreciation Fund By: /s/ John V. Murphy* --------------------------------------------- John V. Murphy, President, Principal Executive Officer & Trustee 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/ Brian F. Wruble* Chairman of the Brian F. Wruble Board of Trustees August 23, 2007 /s/ John V. Murphy* President, Principal John V. Murphy Executive Officer and Trustee August 23, 2007 /s/ Brian W. Wixted* Treasurer, Principal August 23, 2007 Brian W. Wixted Financial & Accounting Officer /s/ David K. Downes* Trustee August 23, 2007 David K. Downes /s/ Matthew P. Fink* Trustee August 23, 2007 Matthew P.Fink /s/ Robert G. Galli* Trustee August 23, 2007 Robert G. Galli /s/ Phillip A. Griffiths* Trustee August 23, 2007 Phillip A. Griffiths /s/ Mary F. Miller* Trustee August 23, 2007 Mary F. Miller /s/ Joel W. Motley* Trustee August 23, 2007 Joel W. Motley /s/ Russell S. Reynolds, Jr.* Trustee August 23, 2007 Russell S. Reynolds, Jr. /s/ Joseph M. Wikler* Trustee August 23, 2007 Joseph M. Wikler /s/ Peter I. Wold* Trustee August 23, 2007 Peter I. Wold *By: /s/ Mitchell J. Lindauer Mitchell J. Lindauer, Attorney-in-Fact
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N-14/A Filing
Oppenheimer Capital Appreciation Fund N-14/ARegistration statement for investment companies business combination (amended)
Filed: 23 Aug 07, 12:00am