Reg. No. 333-106936
As filed with the Securities and Exchange Commission on October 28, 2003
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 1 /X/
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OPPENHEIMER GROWTH 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.
Two World Financial Center, 225 Liberty Street
New York, New York 10080
(212) 323-0250
(Name and Address of Agent for Service)
October 17, 2003.
(Approximate Date of Proposed Public Offering)
No filing fee is due because of reliance on Section 24(f)
of the Investment Company Act of 1940.
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CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages
and documents:
Front Cover
Contents Page
Shareholder Letter - Incorporated by reference to the
Registrant's Registration Statement on Form N-14 (Reg. No.
333-106936), filed August 25, 2003.
Part A
Proxy Statement for Jennison Growth Fund, a series of
Oppenheimer Select Managers and Prospectus for Oppenheimer
Growth Fund including Exhibit A - Agreement and Plan of
Reorganization between Jennison Growth Fund, a Series of
Oppenheimer Select Managers and Oppenheimer Growth Fund.
Incorporated by reference to the Registrant's Registration
Statement on Form N-14 (Reg. No. 333-106936), filed August
25, 2003.
Notice of Meeting: Incorporated by Reference to
Registrant's Initial Registration Statement on Form N-14
(Reg. No.333-106936), filed July 10, 2003.
Proxy Card: Incorporated by reference to the Registrant's
Registration Statement on Form N-14 (Reg. No. 333-106936),
filed August 25, 2003
Voting Instructions: Incorporated by reference to the
Registrant's Registration Statement on Form N-14 (Reg. No.
333-106936), filed August 25, 2003.
Part B
Statement of Additional Information: Incorporated by
reference to the Registrant's Registration Statement on
Form N-14 (Reg. No. 333-106936), filed August 25, 2003.
Part C
Other Information
Signatures
Exhibits
Part C
OPPENHEIMER GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
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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
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(1) Amended and Restated Declaration of Trust dated
August 5, 2002: Previously filed with Registrant's
Post-Effective Amendment No. 59, 8/22/02, and incorporated
herein by reference.
(2) By-Laws as amended through December 14, 2000:
Previously filed with Registrant's Post-Effective Amendment
No. 58, 12/19/01, and incorporated herein by reference.
(3) N/A
(4) Agreement and Plan of Reorganization dated April 28,
2003: See Exhibit A to Part A of the Registration Statement.
(5) (i) Specimen Class A Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(6) Amended and Restated Investment Advisory Agreement
dated 1/1/00: Previously filed with Registrant's
Post-Effective Amendment No. 57, 12/27/00, and incorporated
herein by reference.
(7) (i) General Distributor's Agreement dated December
10, 1992: Previously filed with Registrant's Post-Effective
Amendment No. 41, 7/30/93, 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:
(i) Amended and Restated Retirement Plan for
Non-Interested Trustees or Directors dated 8/9/01:
Previously filed with Post-Effective Amendment No. 34 to
the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), 10/25/01, and
incorporated herein by reference.
(9) Global Custody Agreement dated August 16, 2002
between Registrant and JP Morgan Chase Bank: Previously
filed with Post-Effective Amendment No. 9 to the
Registration Statement of Oppenheimer International Bond
Fund (Reg. No. 33-58383), 11/21/02, and incorporated herein
by reference.
(10) (i) Amended and Restated Distribution and Service
Plan and Agreement for Class A shares dated April 11, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service
Plan and Agreement for Class B shares dated August 5, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(iii) Amended and Restated Distribution and Service
Plan and Agreement for Class C shares dated February 12,
1998: Previously filed with Registrant's Post-Effective
Amendment No. 53, 10/23/98, and incorporated herein by
reference.
(iv) Distribution and Service Plan and Agreement for
Class N shares dated October 12, 2000: Previously filed
with Registrant's Post-Effective Amendment No. 60,
10/23/02, and incorporated herein by reference.
(v) Oppenheimer Funds Multiple Class Plan under Rule
18f-3 updated through 10/22/02: Previously filed with
Post-Effective Amendment No. 22 to the Registration
Statement of Oppenheimer Global Growth & Income Fund (Reg.
No. 33-33799), 11/20/02, and incorporated herein by
reference.
(11) Opinion and Consent of Counsel - Previously filed
with Registrant's Registration Statement on Form N-14 (Reg
No. 333-106936), 8/20/03, and incorporated herein by
reference.
(12) Tax Opinions Relating to the Reorganization: Tax
Opinions of Deloitte & Touche LLP - Filed herewith.
(13) N/A
(14) (i) Consent of Deloitte & Touche LLP: Previously
filed with Registrant's Registration Statement on Form N-14
(Reg No. 333-106936), 8/20/03, and incorporated herein by
reference.
(ii) Consent of KPMG LLP: Previously filed with
Registrant's Registration Statement on Form N-14 (Reg No.
333-106936), 8/20/03, and incorporated herein by reference.
(15) N/A.
(16) (i) Powers of Attorney for all Trustees/Directors
and Principal Officers except for Joel W. Motley and John
V. Murphy (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.
(ii) Power of Attorney for John Murphy (including
Certified Board Resolution): Previously filed with
Post-Effective Amendment No. 41 to the Registration
Statement of Oppenheimer U.S. Government Trust (Reg. No.
2-76645), 10/22/01, and incorporated herein by reference.
(iii) Power of Attorney for Joel W. Motley
(including Certified Board Resolution): Previously filed
with Post-Effective Amendment No. 8 to the Registration
Statement of Oppenheimer International Small Company Fund
(Reg. 333-31537), 10/22/02, and incorporated herein by
reference.
(17) Amended and Restated Code of Ethics of the
Oppenheimer Funds dated May 15, 2002 under Rule 17j-1 of
the Investment Company Act of 1940: Previously filed with
Post-Effective Amendment No. 29 to the Registration
Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
11/21/02, and incorporated herein by reference.
Item 17. Undertakings
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(1) The Registrant agrees to file with the SEC by post
effective amendment to the Registration Statement a final
tax opinion and auditor's consent relating to the
Reorganization within a reasonable time following the
Closing Date (as such terms are defined in Part A of the
Registration Statement).
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 28th
of October 2003.
OPPENHEIMER GROWTH FUND
By: /s/ John V. Murphy*
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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
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Date
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/s/ Clayton K. Yeutter* Chairman of the October 28, 2003
- ------------------------------Board of Trustees
Clayton K. Yeutter
/s/ Donald W. Spiro* Vice Chairman of the October 28, 2003
- ------------------------------Board and Trustee
Donald W. Spiro
/s/ John V. Murphy * President, Principal October 28, 2003
- ------------------------------Executive Officer
John V. Murphy and Trustee
/s/ Brian W. Wixted* Treasurer, Principal October 28, 2003
- ------------------------------Financial and
Brian W. Wixted Accounting Officer
/s/ Robert G. Galli* Trustee October 28, 2003
- ----------------------------------
Robert G. Galli
/s/ Phillip A. Griffiths Trustee October 28, 2003
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Phillip A. Griffiths
/s/ Joel W. Motley* Trustee October 28, 2003
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Joel W. Motley
/s/ Kenneth A. Randall* Trustee October 28, 2003
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Kenneth A. Randall
/s/ Edward V. Regan* Trustee October 28, 2003
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Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee October 28, 2003
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Russell S. Reynolds, Jr.
*By: /s/ Robert G. Zack October 28, 2003
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Robert G. Zack, Attorney-in-Fact
OPPENHEIMER GROWTH FUND
EXHIBIT INDEX
Post-Effective Amendment #1
Exhibit No. Description
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(12) Tax Opinions of Deloitte & Touche LLP
Oppenheimer Growth Fund (OPSBX) Inactive
Filed: 29 Oct 03, 12:00am