SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
(Name of Registrant as Specified in its Charter)
DENIS R. MOLLEUR, ESQ.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party: Denis R. Molleur, Esq.
(4) Date Filed: April 6, 1999
proxy\740sched14A
OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
Two World Trade Center, New York, New York 10048-0203
Notice Of Meeting Of Shareholders To Be Held
May 27, 1999
To The Shareholders of Oppenheimer Multi-State Municipal Trust:
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer
Multi-State Municipal Trust (the "Trust"), a multi-series mutual fund consisting
of three funds (the "Funds"), each a series of the Trust, will be held at 6803
South Tucson Way, Englewood, Colorado, 80112, at 10:00 A.M., Denver time, on May
27, 1999, or any adjournments thereof, for the following purposes:
(1)To elect eleven Trustees to hold office until the next meeting of
shareholders called for the
purpose of electing Trustees and until their successors are elected and shall
qualify;
(2)To ratify the selection of KPMG LLP as the independent certified public
accountants and
auditors of the Trust for the fiscal year beginning August 1, 1998 (Proposal
No. 1);
(3) To approve Changes to Certain Fundamental Policies of the Funds
(Proposal No. 2);
(a) Eliminate each Fund's fundamental policy on purchasing securities
on margin;
(b) Eliminate each Fund's fundamental policy on selling
securities short;
(c) Eliminate each Fund's fundamental policy on investing in
other investment companies;
(d) Eliminate each Fund's fundamental policy on purchasing
securities of issuers in which
officers or trustees have an interest;
(e) Eliminate each Fund's fundamental policy on restricted securities;
(f) Eliminate Pennsylvania Municipal Fund's fundamental policy on the
types of securities it can purchase;
(g) Eliminate Pennsylvania Municipal Fund's fundamental
policy on futures contracts;
(h) Eliminate Pennsylvania Municipal Fund's fundamental policy on pledging
of assets;
(4) To approve Amendments to Certain Fundamental Policies of the Funds
(Proposal No. 3);
(a) Amend each Fund's fundamental policy on borrowing;
(b) Amend each Fund's fundamental policy on underwriting securities;
(c) Amend each Fund's fundamental policy on lending; and (5) To transact such
other business as may properly come before the meeting,
or any adjournments
thereof.
Shareholders of record at the close of business on February 19, 1999, are
entitled to vote at the meeting. The election of Trustees and the Proposals are
more fully discussed in the Proxy Statement. Please read it carefully before
telling us, through your proxy or in person, how you wish your shares to be
voted. The Board of Trustees of the Trust recommends a vote to elect each of the
nominees as Trustee and in favor of each Proposal. WE URGE YOU TO MARK, SIGN,
DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April 8, 1999
- ---------------------------------------------------------------------------
Shareholders who do not expect to attend the Meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary duplicate mailings, we
ask your cooperation in promptly mailing your proxy no matter how large or small
your holdings may be.
740
OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Meeting of Shareholders
To Be Held May 27, 1999
This statement is furnished to the shareholders of Oppenheimer Florida Municipal
Fund, Oppenheimer New Jersey Municipal Fund and Oppenheimer Pennsylvania
Municipal Fund (the Funds"), each a series of Oppenheimer Multi-State Municipal
Trust (the "Trust"), in connection with the solicitation by the Trust's Board of
Trustees of proxies to be used at a meeting (the "Meeting") of shareholders to
be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at 10:00 A.M.,
Denver time, on May 27, 1999, or any adjournments thereof. It is expected that
the mailing of this Proxy Statement will be made on or about April 8, 1999. For
a free copy of each Fund's most recent annual report (audited) or semi-annual
report (unaudited) at July 31, 1998 and January 31, 1999, respectively, call
OppenheimerFunds Services, the Funds' transfer agent, at 1-800-525-7048.
The enclosed proxy, if properly executed and returned, will be voted (or counted
as an abstention or withheld from voting) in accordance with the choices
specified on the proxy ballot, and will be included in determining whether there
is a quorum to conduct the meeting. The proxy will be voted in favor of the
nominees for Trustee named in this Proxy Statement unless a choice is indicated
to withhold authority to vote for all listed nominees or any individual nominee.
The proxy will be voted in favor of each Proposal unless a choice is indicated
to vote against or to abstain from voting on that Proposal.
Shares owned of record by broker-dealers for the benefit of their customers
("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may (if permitted under applicable stock exchange rules) as record
holder vote such shares for the election of Trustees and on the Proposals in the
same proportion as that broker-dealer votes street account shares for which
voting instructions were received in time to be voted. A "broker non-vote" is
deemed to exist when a proxy received from a broker indicates that the broker
does not have discretionary authority to vote the shares on that matter.
Abstentions and broker non-votes will be counted as present for purposes of
determining a quorum and will have the same effect as a vote against the
proposal.
If at the time any session of the Meeting is called to order and a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies with respect to any such proposal. All such adjournments will require
the affirmative vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote in favor of the proposal, in
favor of such an adjournment, and will vote those proxies required to be voted
against the proposal, against any such adjournment. A vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named in this Proxy Statement for Trustee and in favor of each
Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Funds at Two World Trade Center, New York, New York,
10048-0203; (2) attending the meeting and voting in person; or (3) signing and
returning a new proxy (if returned and received in time to be voted).
The cost of printing and distributing these proxy materials is an expense of
each Fund. In addition to the solicitation of proxies by mail, proxies may be
solicited by officers or employees of the Funds' transfer agent or by officers
or employees of the Funds' investment adviser, personally or by telephone or
telegraph; any expenses so incurred will also be borne by each Fund. Proxies may
also be solicited by a proxy solicitation firm hired at the Funds' expense for
such purpose. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. It is anticipated that the cost of engaging a proxy
solicitation firm would not exceed $3,500 plus the additional costs which would
be incurred in connection with contacting those shareholders who have not voted.
For those services they will be reimbursed by the Funds for their out-of-pocket
expenses.
Shares Outstanding and Entitled to Vote. As of February 19, 1999, the record
date, there were 5,300,854.771 shares of the Florida Municipal Fund issued and
outstanding, consisting of 3,094,165.713 Class A shares, 1,935,032.757 Class B
shares and 271,656.301 Class C shares. As of the record date, there were
6,647,124.271 shares of the New Jersey Municipal Fund issued and outstanding,
consisting of 3,439,643.304 Class A shares, 3,507,501.582 Class B shares and
699,979.385 Class C shares. As of the record date, there were 8,144,045.813
shares of the Pennsylvania Municipal Fund issued and outstanding, consisting of
5,762,084.780 Class A shares, 1,925,949.576 Class B shares and 456,011.457 Class
C shares. Each Class A, Class B and Class C share of the Funds have voting
rights as stated in this Proxy Statement and is entitled to one vote for each
share (and a fractional vote for a fractional share) held of record at the close
of business on the record date. All Funds vote in the aggregate for the election
of Trustees, and for Proposal No. 1. Each Fund votes separately on the
investment objectives and policies which relate to that Fund. For that reason,
the Funds vote separately on Proposals No. 2 and 3. On matters submitted to a
separate vote, each share of that Fund has voting rights equal to each other
share of that Fund.
As of February 19, 1999, no entity owned of record, or was known by management
of the Funds to be the beneficial owner of 5% or more of the outstanding shares
of any class of a Fund's shares, except Merrill Lynch Pierce Fenner & Smith for
the sole benefit of its customers, 4800 Deer Lake Drive, Jacksonville, FL
32246-6484, which owned of record 446,743.593 Class A shares of Oppenheimer New
Jersey Municipal Fund as of such date (which represented 12.83% of the
outstanding Class A shares of that Fund); 438,787.323 Class B shares of
Oppenheimer New Jersey Municipal Fund as of such date (which represented 12.43%
of the outstanding Class B shares of that Fund); 169,967.645 Class C shares of
Oppenheimer New Jersey Municipal Fund as of such date (which represented 24.09%
of the outstanding Class C shares of that Fund); 123,021.167 Class B shares of
Oppenheimer Pennsylvania Municipal Fund as of such date (which represented 6.37%
of the outstanding Class B shares of that Fund); 138,121.201 Class C shares of
Oppenheimer Pennsylvania Municipal Fund as of such date (which represented
30.28% of the outstanding Class C shares of that Fund); 247,852.731 Class B
shares of Oppenheimer Florida Municipal Fund as of such date (which represented
12.80% of the outstanding Class B shares of that Fund); 60,698.516 Class C
shares of Oppenheimer Florida Municipal Fund as of such date (which represented
21.61% of the outstanding Class C shares of that Fund); James E. Beasley, c/o
Beasley Casey & Erbstein, 1125 Walnut Street, Philadelphia, PA 19107-4918, which
owned of record 369,557.148 Class A shares of Oppenheimer Pennsylvania Municipal
Fund as of such date (which represented 6.38% of the outstanding Class A shares
of that Fund); Romax Briskin & Vera Briskin, JT TEN WROS NOT TC, 20341 NE 30th
Avenue, Apt. PH 6, Miami, FL 33180-1545, which owned of record 31,209.909 Class
C shares of Oppenheimer Florida Municipal Fund as of such date (which
represented 11.11% of the outstanding Class C shares of that Fund); Thomas
Worthy & Peggy D. Worthy TTEES, Thomas R. Worthy Trust UA Dtd 3-23-95, 1740 SW
Monarch Club Drive, Palm City, FL 34990-8405, which owned of record 19,026.498
Class C shares of Oppenheimer Florida Municipal Fund as of such date (which
represented 6.77% of the outstanding Class C shares of that Fund); William S.
Cashel Jr. and Marie C. Cashel, JT TEN WROS, 61 Osprey Village Drive, Amelia
Island, FL 32034, which owned of record 18,262.266 Class C shares of Oppenheimer
Florida Municipal Fund as of such date (which represented 6.5% of the
outstanding Class C shares of that Fund); Byron R. Davis, TOD Debra Sanborn
Davis, 401 Fairway Drive, Deerfield Beach, FL 33441-1823, which owned of record
17,340.881 Class C shares of Oppenheimer Florida Municipal Fund as of such date
(which represented 6.17% of the outstanding Class C shares of that Fund); and
PaineWebber FBO Glenna B. Cohen or Donald S. Bauman TTEES under Deed of Trust
Dtd 7/24/92, 4271 Bocaire Boulevard, Boca Raton, FL 33487-1151, which owned of
record 16,570.804 Class C shares of Oppenheimer Florida Municipal Fund as of
such date (which represented 5.89% of the outstanding Class C shares of that
Fund).
SUMMARY OF PROPOSALS
(1) For each Fund: to elect eleven Trustees to hold office until the next
meeting of shareholders called for the purpose of electing Trustees and
until their successors are elected and shall qualify.
(2) For each Fund: to ratify the selection of KPMG LLP as the independent
certified public accountants and auditors of the Trust for the fiscal year
beginning August 1, 1998.
(3) (a) For each Fund: to eliminate the fundamental policy on purchasing
securities on margin.
(b) For each Fund: to eliminate the fundamental policy on selling
securities short.
(c) For each Fund: to eliminate the fundamental policy on investing in other
investment companies.
(d) For each Fund: to eliminate the fundamental policy on investing in
securities of issuers in which officers or trustees have an interest.
(e) For each Fund: to eliminate the fundamental policy on investing in
restricted securities.
(f) For Pennsylvania Municipal Fund: to eliminate the fundamental policy on
the types of securities the Fund may purchase.
(g) For Pennsylvania Municipal Fund: to eliminate the fundamental policy on
investing in futures contracts.
(h) For Pennsylvania Municipal Fund: to eliminate the fundamental policy on
pledging of assets.
(4) (a) For each Fund: to amend the fundamental policy on borrowing. (b) For
each Fund: to amend the fundamental policy on underwriting
securities.
(c) For each Fund: to amend the fundamental policy on lending.
ELECTION OF TRUSTEES
At the Meeting, eleven Trustees are to be elected to hold office until the next
meeting of shareholders called for the purpose of electing Trustees and until
their successors shall be duly elected and shall have qualified. The persons
named as attorneys-in-fact in the enclosed proxy have advised the Trust that
unless a proxy instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies will be voted
by them for the election of the nominees named below as Trustees of the Trust.
As a Massachusetts business trust, the Trust does not contemplate holding annual
shareholder meetings for the purpose of electing Trustees. Thus, the Trustees
will be elected for indefinite terms until a shareholder meeting is called for
the purpose of voting for Trustees and until their successors are elected and
shall qualify.
Each of the nominees is presently a Trustee and has agreed to be nominated and,
if elected, to continue to serve as a Trustee of the Trust. Each of the Trustees
is also a Trustee or Director of Oppenheimer California Municipal Fund,
Oppenheimer Capital Appreciation Fund, Oppenheimer Developing Markets Fund,
Oppenheimer Discovery Fund, Oppenheimer Enterprise Fund, Oppenheimer Global
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer Growth Fund, Oppenheimer International Growth Fund,
Oppenheimer International Small Company Fund, Oppenheimer Large Cap Growth Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer Multiple Strategies Fund,
Oppenheimer New York Municipal Fund, Oppenheimer Municipal Bond Fund,
Oppenheimer U.S. Government Trust, Oppenheimer World Bond Fund and Oppenheimer
Series Fund, Inc. (together with the Fund, the "New York-based Oppenheimer
funds") except that Ms. Macaskill is not a director of Oppenheimer Money Market
Fund, Inc. Ms. Macaskill is President, Mr. Levy is Chairman and Mr. Spiro is
Vice Chairman of the Trust and each of the other New York-based Oppenheimer
funds.
Each nominee indicated below by an asterisk is an "interested person" (as that
term is defined in the Investment Company Act of 1940, referred to in this Proxy
Statement as the "Investment Company Act") of the Funds due to the positions
indicated with the Funds' investment adviser, OppenheimerFunds, Inc. (the
"Manager") or its affiliates, or other positions described. The year given below
indicates when the nominee first became a Trustee or Director of any of the New
York-based Oppenheimer funds without a break in service. The beneficial
ownership of Class A shares listed below includes voting and investment control,
unless otherwise indicated below. If a nominee should be unable to accept
election, the Board of Trustees may, in its discretion, select another person to
fill the vacant position. As of February 19, 1999, the only Trustees that owned
shares of the Funds were as follows: Mr. Galli owned 80,388.614 Class A shares
of Oppenheimer Florida Municipal Fund which is 1.5% of the outstanding Class A
shares of that Fund, and Mr. Spiro who beneficially owned 15.54% of Class A
shares of Oppenheimer New Jersey Municipal Fund which is less than 1% of the
outstanding Class A shares of that Fund. No officers owned Class A shares of the
Funds and no officers or Trustees owned any Class B or Class C shares of the
Funds.
Name And Business Experience
Other Information During the Past Five Years
Leon Levy General Partner of Odyssey Partners, L.P.
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 73 development).
Robert G. Galli Formerly he held the following positions:
first became a Vice Chairman of the Manager, Vice
Trustee in 1993 President and General Counsel of Oppenheimer
Age: 65 Acquisition Corp. ("OAC"), the Manager's
parent holding company, Executive Vice President and General
Counsel and a director of the Manager and OppenheimerFunds
Distributor, Inc. (the "Distributor"),Vice President and a
director of HarbourView Asset Management Corporation
("HarbourView") and Centennial Asset Management Corporation
("Centennial"), investment adviser subsidiaries of the
Manager, a director of Shareholder Financial Services, Inc.
("SFSI") and Shareholder Services, Inc. ("SSI"), transfer
agent subsidiaries of the Manager, and an officer of other
Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, Stern
first became a Graduate School of Business Administration,
Trustee in 1974 New York University.
Age: 75
Bridget A. Macaskill* President and CEO and a
director of the
first became a Manager; Chairman and a director of SSI
Trustee in 1995 and SFSI; President and a director of OAC,
Age: 50 HarbourView and Oppenheimer Partnership
Holdings, Inc., a holding company subsidiary of the Manager;
a director of Oppenheimer Real Asset Management, Inc. an
investment adviser subsidiary of the Manager; formerly
Executive Vice President of the Manager.
Elizabeth B. Moynihan Author and
architectural historian; a
first became a trustee of the Freer Gallery of Art
Trustee in 1992 (Smithsonian Institution), the Institute
Age: 69 of Fine Arts (New York University), and
National Building Museum; a member
of the Trustees Council, Preservation
League of New York State; a member
of the Indo-U.S. Sub-Commission on
Education and Culture.
Kenneth A. Randall A director of Dominion Resources, Inc.
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 71 oil & gas producer), Texas Cogeneration
Company (cogeneration company) and
Prime Retail, Inc. (real estate investment
trust); formerly President and Chief
Executive Officer of The Conference Board,
Inc. (international economic and business
research), and a director of Lumbermans
Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company.
Edward V. Regan Chairman of Municipal Assistance
first became a Corporation for the City of New York;
Trustee in 1993 Senior Fellow of Jerome Levy Economics
Age: 68 Institute, Bard College; a member of the U.S.
Competitiveness Policy Council; a director
of GranCare, Inc. (health care provider);
formerly New York State Comptroller and
Trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Jr. Founder and Chairman of
Russell Reynolds
first became a Associates, Inc. (executive recruiting);
Trustee in 1989 Chairman of Directorship, Inc. (corporate
Age: 67 governance consulting); a director of
Professional Staff Limited (U.K.); a trustee of Mystic
Seaport Museum, International House and Greenwich Historical
Society.
Donald W. Spiro* Chairman Emeritus and a director of the
first became a Manager; formerly Chairman of the Manager
Trustee in 1985 and the Distributor.
Age: 73
Pauline Trigere Chairman and Chief Executive Officer of
first became a Trigere, Inc. (design and sale of women's
Trustee in 1977 fashions).
Age: 86
Clayton K. Yeutter Of Counsel, Hogan & Hartson (a law firm);
first became a a director of B.A.T. Industries, Ltd. (tobacco
Trustee in 1993 and financial services), Caterpillar, Inc.
Age: 68 (machinery), ConAgra, Inc. (food and
agricultural products), Farmers Insurance
Company (insurance), FMC Corp.
(chemicals and machinery) and Texas
Instruments, Inc. (electronics); formerly
Counsellor to the President (Bush) for
Domestic Policy, Chairman of the Republican
National Committee, Secretary of the U.S.
Department of Agriculture, and U.S. Trade
Representative.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Trust in the aggregate and without regard to Fund or class
is required for the election of a nominee as Trustee. The Board of Trustees
recommends a vote for the election of each nominee as Trustee.
Functions of the Board of Trustees. The primary responsibility for the
management of the Funds rests with the Board of Trustees. The Trustees meet
regularly to review the activities of each Fund and of the Manager, which is
responsible for their day-to-day operations. Six regular meetings of the
Trustees were held during the fiscal year ended July 31, 1998. Each of the
Trustees was present for at least 75% of the meetings held of the Board and of
all committees on which that Trustee served. The Trustees have appointed an
Audit Committee, comprised of Messrs. Randall (Chairman), Lipstein and Regan,
none of whom is an "interested person" (as that term is defined in the
Investment Company Act) of the Manager or the Trust. The functions of the
Committee include (i) making recommendations to the Board concerning the
selection of independent auditors for the Trust (subject to shareholder
ratification); (ii) reviewing the methods, scope and results of audits and the
fees charged; (iii) reviewing the adequacy of the Funds' internal accounting
procedures and controls; and (iv) establishing a separate line of communication
between the Trust's independent auditors and its independent Trustees. The
Committee met three times during the fiscal year ended July 31, 1998. The Board
of Trustees does not have a standing nominating or compensation committee.
O Remuneration of Trustees. The officers of the Trust are affiliated with the
Manager. They and the Trustees of the Trust who are affiliated with the Manager
(Ms. Macaskill and Mr. Spiro) receive no salary or fee from the Trust. The
remaining Trustees of the Trust received the compensation shown below from the
Trust during the fiscal year ended July 31, 1998, and from all of the New
York-based Oppenheimer funds (including the Trust) for which they served as
Trustee or Director during the calendar year ended December 31, 1998.
Compensation is paid for services in the positions below their names:
Retirement Total Compensation
Benefits Accrued From All
Aggregate As Part of New York-based
Name and Compensation Fund Expenses Oppenheimer
Funds2
Position from Trust1 FL NJ PA (20 Funds)
Leon Levy $39,963 $11,539 $ 8,050 $10,085
$162,600
Chairman and Trustee
Robert G. Galli $ 3,4713 None None None $113,3833
Study Committee
Member
Benjamin Lipstein $52,951 $17,130 $11,952 $14,975
$140,550
Study Committee
Chairman4 and Trustee
Elizabeth B. Moynihan $ 6,265 None None None $ 99,000
Study Committee
Member and Trustee
Kenneth A. Randall $25,776 $ 7,788 $ 5,434 $ 6,808 $
90,800
Audit Committee
Chairman and Trustee
Edward V. Regan $ 5,683 None None None $ 89,800
Proxy Committee
Chairman, Audit
Committee Member
and Trustee
Russell S. Reynolds Jr. $ 9,601 $ 2,079 $ 1,451 $ 1,818 $
67,200
Proxy Committee
Member and Trustee
Pauline Trigere $18,492 $ 5,714 $ 3,987 $ 4,995 $
60,000
Trustee
Clayton K. Yeutter $ 4,2535 None None None $
67,200
Proxy Committee
Member and
Trustee
- ----------------------
1For the Trust's fiscal year ended July 31, 1998. Includes retirement benefits
accrued as part of Fund expenses. 2For the 1998 calendar year. Does not include
accrued retirement benefits. 3Reflects fees from 1/1/98 to 7/31/98. Total
Compensation in the last column also includes compensation from eleven
Oppenheimer Quest/Rochester Funds for which Mr. Galli serves as a director or
trustee. 4Committee position held during a portion of the period shown.
5Includes $168 deferred under the Deferred Compensation Plan, described below.
Retirement Plan. The Board of Trustees has adopted a retirement plan that
provides for payment to a retired Trustee of up to 80% of the average
compensation paid during that Trustee's five years of service in which the
highest compensation was received. A Trustee must serve in that capacity for any
of the New York-based Oppenheimer funds for at least 15 years to be eligible for
the maximum payment. Because each Trustee's retirement benefits will depend on
the amount of the Trustee's future compensation and length of service, the
amount of those benefits cannot be determined at this time, nor can the Trust
estimate the number of years of credited service that will be used to determine
those benefits.
Deferred Compensation Plan. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested Trustees that enables Trustees to elect to
defer receipt of all or a portion of the annual fees they are entitled to
receive from the Trust. As of December 31, 1998, one Trustee (Mr. Yeutter)
elected to do so. Under the plan, the compensation deferred by a Trustee is
periodically adjusted as though an equivalent amount had been invested in shares
of one or more Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under the plan will be determined based upon the performance of the
selected funds. Deferral of Trustees' fees under the plan will not materially
affect any Fund's assets, liabilities or net income per share. The plan will not
obligate the Trust to retain the services of any Trustee or to pay any
particular amount of compensation to any Trustee.
Officers of the Trust. Each officer of the Trust is elected by the Trustees
to serve an indefinite term. Information is given below about the executive
officers who are not Trustees of the Trust, including their business
experience during the past five years. Ms. Macaskill and Messrs. Donohue,
Bowen, Bishop, Zack and Farrar serve in a similar capacity with the other
funds listed in the second paragraph under "Election of Trustees."
Ronald H. Fielding, Vice President and Portfolio Manager of Pennsylvania
Municipal Fund;
Age: 50
Senior Vice President of the Manager (since January 1996); an officer of other
Oppenheimer funds; formerly President of Rochester Capital Advisors and of
Fielding Management Company.
Anthony A. Tanner, Vice President and Portfolio Manager of Pennsylvania
Municipal Fund;
Age: 38
Vice President of the Manager (since January 1996).
Caryn Halbrecht, Vice President and Portfolio Manager of New Jersey Municipal
Fund; Age: 42 Vice President of the Manager (since March 1994); an officer of
other Oppenheimer funds; formerly Vice President of Fixed Income Portfolio
Management at Bankers Trust Company.
Robert E. Patterson, Vice President and Portfolio Manager of Florida
Municipal Fund; Age: 55
Senior Vice President of the Manager (since February 1993); an officer of
other Oppenheimer funds.
Andrew J. Donohue, Secretary; Age: 48
Executive Vice President, General Counsel and a director of the Manager, the
Distributor, HarbourView, SSI, SFSI, Oppenheimer Partnership Holdings, Inc. and
Oppenheimer Real Asset Management, Inc.; President and a director of Centennial;
General Counsel and Secretary of OAC; Vice President and a director of
OppenheimerFunds International Ltd. ("OFIL") and Oppenheimer Millennium Funds
plc; an officer of other Oppenheimer funds.
George C. Bowen, Treasurer; Age: 62
6803 South Tucson Way, Englewood, CO 80112
Senior Vice President and Treasurer of the Manager; Vice President and Treasurer
of the Distributor; Vice President and Treasurer of HarbourView; Senior Vice
President, Treasurer and a director of Centennial; President, Treasurer and a
director of Centennial Capital Corporation; Vice President, Treasurer and
Secretary of SSI and SFSI; Assistant Treasurer of OAC; Treasurer of Oppenheimer
Partnership Holdings, Inc.; Vice President and Treasurer of Oppenheimer Real
Asset Management, Inc.; Treasurer of OFIL and Oppenheimer Millennium Fund plc; a
trustee or director and an officer of other Oppenheimer funds; formerly
Treasurer of OAC.
Robert G. Zack, Assistant Secretary; Age: 50
Senior Vice President and Associate General Counsel of the Manager; Assistant
Secretary of SSI and SFSI; Assistant Secretary of Oppenheimer Millennium Funds
plc and OFIL; an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer; Age: 40
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly an Assistant Vice President of the Manager/Mutual
Fund Accounting and a Fund Controller for the Manager.
Scott T. Farrar, Assistant Treasurer; Age: 33
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting; Assistant Treasurer of
Oppenheimer Millennium Funds plc; an officer of other Oppenheimer funds;
formerly an Assistant Vice President of the Manager/Mutual Fund Accounting and a
Fund Controller for the Manager.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Funds, if one is held. The Board of Trustees
of the Funds, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Funds or the Manager,
at a meeting held August 6, 1998, selected KPMG LLP ("KPMG") as auditors of the
Funds for the fiscal period beginning August 1, 1998. KPMG also serves as
auditors for certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of KPMG as auditors. Representatives of KPMG are
not expected to be present at the Meeting but will have the opportunity to make
a statement if they desire to do so and will be available should any matter
arise requiring their presence. The Board of Trustees recommends approval of the
selection of KPMG as auditors of the Funds.
APPROVAL OF CHANGES TO CERTAIN
FUNDAMENTAL POLICIES OF THE FUNDS
(Proposal No. 2)
The Funds have adopted certain fundamental investment policies (fundamental
policies) that are set forth in each Fund's statement of additional information,
which cannot be changed without the requisite shareholder approval described
below under "Vote Required." Policies that each Fund has not specifically
designated as being fundamental are considered to be "non-fundamental" and may
be changed by the Trustees without shareholder approval.
Certain of the fundamental policies that each Fund has adopted in the past
reflect regulatory, business or industry conditions, practices or requirements
which at one time, for a variety of reasons, led to the imposition of
limitations on the management of the Funds' investments. With the passage of
time, the development of new practices and changes in regulatory standards,
several of these fundamental policies are considered by Fund management to be
unnecessary or unwarranted. Several fundamental policies were imposed by certain
states in which each Fund has qualified its shares for sale. Federal legislation
has preempted the states from imposing such fundamental policies with the
enactment of the National Securities Markets Improvement Act of 1996. Other
fundamental policies reflect federal regulatory requirements which remain in
effect, but which are not required to be stated as fundamental policies.
Accordingly, the Trustees have approved revisions to the Funds' fundamental
policies in order to reclassify certain fundamental policies as non-fundamental
and to eliminate those fundamental policies that are not legally required.
The Trustees believe that by minimizing the number of fundamental policies that
can be changed only by shareholder vote, the Trustees and each Fund will have
greater flexibility to modify the Funds' non-fundamental investment policies, as
appropriate, in response to changing markets and in light of new investment
opportunities and strategies. The Funds will then be able to avoid the costs and
delays associated with a shareholder meeting when making changes to the
non-fundamental investment policies that, at a future time, the Trustees
consider desirable. Although the proposed changes in fundamental policies will
allow the Funds greater investment flexibility to respond to future investment
opportunities, the Trustees do not anticipate that the changes, individually or
in the aggregate, will result at this time in a material change in the level of
investment risk associated with an investment in a Fund.
Set forth below is the text of each fundamental policy which is proposed to be
eliminated. All policy changes apply to all Funds with the exception of those
proposed policy changes described in (F), (G) and (H) which apply only to the
Pennsylvania Municipal Fund. Therefore, a vote in favor of this proposal shall
be a vote in favor of all proposed investment policy changes applicable to your
Fund described in this Proposal. If approved, the effective date of this
Proposal may be delayed until each Fund's updated Prospectus and/or Statement of
Additional Information can reflect these changes.
(A) ELIMINATE EACH FUND'S FUNDAMENTAL POLICY ON PURCHASING SECURITIES ON
MARGIN.
Each Fund currently is subject to a fundamental investment limitation
concerning margin purchases. It is proposed that the current fundamental policy
be eliminated and replaced with a non-fundamental policy that could be changed
without a vote of shareholders. The current fundamental investment policy and
proposed non-fundamental policy is set forth below.
Current and Proposed
The Fund cannot purchase securities other than hedging instruments on
margin. However, the Fund may obtain short-term credits that may be
necessary for the clearance of purchases and sales of securities.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the borrower
places with a broker as collateral against the loan. Each Fund's current
fundamental investment policy prohibits the Fund from purchasing securities on
margin, except to obtain such short-term credits as may be necessary for the
clearance of transactions. Policies of the SEC also allow mutual funds to
purchase securities on margin for initial and variation margin payments made in
connection with the purchase and sale of futures contracts and options on
futures contracts. With these exceptions, mutual funds are prohibited from
entering into most types of margin purchases by applicable policies of the
Securities and Exchange Commission. The proposed non-fundamental limitation
includes these exceptions.
Elimination of each Fund's fundamental investment policy on margin
purchases is unlikely to affect the Fund's investment techniques at this time.
If the proposal is approved, however, the Board of Trustees would be able to
change the proposed operating policy in the future, without a vote of
shareholders. In the event of a change in state or federal regulatory
requirements, the Fund may alter its investment practices in the future. The
Board of Trustees believes that efforts to standardize operating policies will
facilitate the Manager's investment compliance and are in the best interests of
shareholders.
(B) ELIMINATE EACH FUND'S FUNDAMENTAL POLICY ON SELLING SECURITIES SHORT.
Each Fund currently is subject to a fundamental investment limitation
concerning short sales. It is proposed that the current fundamental policy be
eliminated and replaced with a non-fundamental policy that could be changed
without a vote of shareholders. The current fundamental investment policy and
proposed non-fundamental policy is set forth below.
Current and Proposed
The Fund cannot sell securities short.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In an
investment technique known as a short sale "against-the-box," an investor sells
short while owning the same securities in the same amount, or having the right
to obtain equivalent securities. The investor could have the right to obtain
equivalent securities, for example, through its ownership of options or
convertible bonds.
Elimination of each Fund's fundamental investment policy on short selling
is unlikely to affect the Fund's investment techniques at this time. If the
proposal is approved, however, the Board of Trustees would be able to change the
proposed operating policy in the future, without a vote of shareholders. In the
event of a change in state or federal regulatory requirements, the Fund may
alter its investment practices in the future. The Board of Trustees believes
that efforts to standardize operating policies will facilitate the Manager's
investment compliance and are in the best interests of shareholders.
(C) ELIMINATE EACH FUND'S FUNDAMENTAL POLICY ON INVESTING IN OTHER
INVESTMENT COMPANIES.
Each Fund is currently subject to a fundamental investment limitation
concerning investment in securities of other investment companies. It is
proposed that the current fundamental policy be eliminated. The current
fundamental investment policy is set forth below.
Current
The Fund cannot invest in securities of any other investment
companies, except in connection with a merger with another investment
company.
Elimination of the above fundamental limitation is not expected to have a
significant impact on the Fund's investment practices, because the Fund
currently does not expect to invest in shares of other investment companies.
However, investment in shares of money market mutual funds may from time to time
offer a convenient way to invest the Fund's idle cash. To the extent that the
Fund invests in shares of other investment companies, it will have the effect of
requiring shareholders to pay the operating expenses of two mutual funds.
(D) ELIMINATE EACH FUND'S FUNDAMENTAL POLICY ON PURCHASING SECURITIES OF
ISSUERS IN WHICH OFFICERS OR TRUSTEES HAVE AN INTEREST.
Each Fund is currently subject to a fundamental investment limitation
concerning purchasing the securities of an issuer if the officers and directors
of the Fund or the Manager own 1/2 of 1% of such securities or if all of such
persons together own more than 5% of such securities. It is proposed that the
current fundamental policy be eliminated. The current fundamental investment
policy is set forth below.
Current
The Fund cannot invest in or hold securities of any issuer if
officers and Trustees of the Fund or the Manager individually
beneficially own more than 1/2 of 1% of the securities of that issuer
and together own more than 5% of the securities of that issuer.
This limitation was originally adopted to address state or "Blue Sky"
requirements in connection with the registration of shares of the Fund for sale.
The Manager recommends that this fundamental investment limitation be eliminated
because, while it has not precluded investments in the past, its elimination
could increase the Fund's flexibility when choosing investments in the future.
(E) ELIMINATE EACH FUND'S FUNDAMENTAL POLICY ON RESTRICTED SECURITIES.
Each Fund is currently subject to a fundamental investment limitation
concerning restricted securities. It is proposed that the current fundamental
policy be eliminated and replaced with a non-fundamental policy that could be
changed without a vote of shareholders. The current fundamental investment
policy and proposed non-fundamental policy are set forth below.
Current Proposed
The Fund cannot invest in securities The Fund will not invest
more than
that are subject to restrictions on resale. 10% of its total assets in
securities
which are restricted as to disposition under
the federal securities laws, except that the
Fund may purchase without regard to this
limitation restricted securities
which
are eligible for resale pursuant to Rule
144A
under the Securities Act of 1933.
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a registration
statement is in effect under the Securities Act of 1933 (the "1933 Act"). Where
registration is required, the Fund may be obligated to pay all or part of the
registration expenses and a considerable period of time may elapse between the
time of the decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell.
The Fund's current fundamental limitation prohibits investment in
restricted securities. The Board of Trustees believes that the proposed
operating policy is in the best interests of shareholders because of the
benefits of standardized limitations and the flexibility to respond more
promptly if increased investment in restricted securities would be beneficial to
the Fund in the future.
The proposed policy would permit the Fund to invest without limit in
restricted securities that are eligible for resale pursuant to Rule 144A. This
rule permits certain qualified institutional buyers, such as the Fund, to trade
in privately placed securities even though such securities are not registered
under the 1933 Act. The Manager under the direction of the Board of Trustees
will determine whether securities purchased under Rule 144A are illiquid and
therefore subject to the Fund's restriction of investing no more than 10% of its
net assets in illiquid securities. Increased investment in restricted securities
could have the effect of increasing the amount of the Fund's assets invested in
illiquid securities.
(F) ELIMINATE PENNSYLVANIA MUNICIPAL FUND'S FUNDAMENTAL POLICY ON THE TYPES
OF SECURITIES IT CAN PURCHASE.
The Pennsylvania Municipal Fund currently is subject to a fundamental
limitation concerning the types of securities it may purchase. It is proposed
that the current fundamental policy be eliminated and replaced with a
non-fundamental policy that could be changed without a vote of shareholders. The
current fundamental investment policy and proposed non-fundamental policy is set
forth below.
Current and Proposed
The Fund cannot invest in securities or other investments other than
municipal securities, the temporary investments described in its
Prospectus, repurchase agreements, covered calls, private activity
municipal securities and hedging instruments described in "About the
Fund" in the Prospectus or the Statement of Additional Information.
Elimination of the above fundamental investment policy is not expected to
have a significant impact on the Fund's investment practices because the Fund
currently does not expect to invest in securities other than those currently
permitted by its Prospectus and Statement of Additional Information. To the
extent the Board were to permit the Fund to invest in securities other than
those mentioned, the Fund could be subject to the risk of loss resulting from
changes in interest rates (interest rate risk) or the default of an issuer in
making interest and principal payments on the security as they become due
(credit risk). To the extent those securities are not Pennsylvania municipal
securities, the Fund's distributions would not be exempt from federal and
Pennsylvania personal income taxes.
(G) ELIMINATE PENNSYLVANIA MUNICIPAL FUND'S FUNDAMENTAL POLICY ON FUTURES
CONTRACTS.
The Pennsylvania Municipal Fund currently is subject to a fundamental
limitation concerning the types of futures contracts it can purchase. It is
proposed that the current fundamental policy be eliminated and replaced with a
non-fundamental policy that could be changed without a vote of shareholders. The
current fundamental investment policy and proposed non-fundamental policy is set
forth below.
Current and Proposed
The Fund cannot buy or sell futures contracts other than interest
rate futures and municipal bond index futures.
Elimination of the above fundamental investment policy is not expected to
have a significant impact on the Fund's investment practices because the Fund
currently does not expect to purchase or sell futures contracts other than
interest rate futures and municipal bond index futures. To the extent the Board
were to permit the Fund to purchase or sell other types of futures contracts,
the Fund could incur losses if the prices of the futures or the applicable index
did not correlate perfectly with its other investments.
(H) ELIMINATE PENNSYLVANIA MUNICIPAL FUND'S
FUNDAMENTAL POLICY ON PLEDGING OF ASSETS.
The Pennsylvania Municipal Fund is currently subject to a fundamental
limitation concerning the pledging of Fund assets. It is proposed that the
current fundamental policy be eliminated and replaced with a non-fundamental
policy that could be changed without a vote of shareholders. The current
fundamental investment policy and proposed non-fundamental policy are set forth
below.
Current Proposed
The Fund cannot pledge, mortgage or The Fund cannot pledge, mortgage or
otherwise encumber, transfer or assign otherwise encumber, transfer or assign
its assets to secure a debt. However, the its assets to secure a debt. However,
the use of escrow or other collateral use of escrow or other collateral
arrangements arrangements in connection with hedging in connection with the
Fund's policy on instruments is permitted. borrowing and hedging instruments is
permitted.
The Fund's current policy on pledging of assets could be construed to
preclude the Fund from borrowing in accordance with its current fundamental
policy on borrowing. Therefore, the Trustees recommend that this policy be
revised to exclude from its prohibition any collateral arrangements entered into
in connection with the Fund's policy on borrowing, which is proposed to be
amended as described in Proposal No. 3, below.
Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of all outstanding voting securities of each Fund,
voting separately on changes to its own fundamental investment policies, is
required for approval to change any fundamental policy described in this
Proposal. The requirement for such "majority" is defined in the Investment
Company Act as the vote of the holders of the lesser of: (i) 67% or more of the
voting securities present or represented by proxy at the shareholders meeting,
if the holders of more than 50% of the outstanding voting securities are present
or represented by proxy; or (ii) more than 50% of the outstanding voting
securities. If the proposed change to any particular fundamental policy is not
approved by the shareholders of a Fund, that investment policy will remain
unchanged with respect to that Fund. The Board of Trustees recommends a vote in
favor of approving each change to the fundamental investment restrictions set
forth in this Proposal.
APPROVAL OF AMENDMENTS TO
CERTAIN FUNDAMENTAL POLICIES OF THE FUNDS
(Proposal No. 3)
(A) AMEND EACH FUND'S FUNDAMENTAL POLICY ON BORROWING.
Each Fund currently is subject to a fundamental investment limitation
concerning borrowing. An investment policy that has been designated as
"fundamental" is one that cannot be changed without the requisite shareholder
approval described above under "Vote Required." It is proposed that each Fund's
policy on borrowing be amended to permit the Funds to borrow from affiliated
investment companies and to borrow for investment purposes. As amended, the
policy on borrowing for each Fund would remain a fundamental policy changeable
only by the vote of a "majority" (as defined in the Investment Company Act) of
the outstanding voting securities of that Fund.
Each Fund has a policy which states that it cannot borrow money in excess
of 10% of the value of its total assets. Each Fund cannot buy any additional
investments when borrowings exceed 5% of its assets. Each Fund may borrow only
from banks as a temporary measure for extraordinary or emergency purposes, and
not for the purpose of leveraging its investments. The Manager proposes that
this policy be amended to permit each Fund to borrow money from banks and/or
from affiliated investment companies as a temporary measure for extraordinary or
emergency purposes provided such borrowings do not exceed 10% of its total
assets, as well as for the purpose of buying securities provided such borrowings
do not exceed 5% of its total assets. Permitting the Funds to borrow for
investment purposes would allow them to remain fully invested when an attractive
security becomes available for purchase. Otherwise, the Manager would be
required to maintain a certain percentage of a Fund's assets in cash or money
market instruments to be able to take advantage of attractive buying
opportunities. Permitting the Funds to borrow money from affiliated funds would
afford the Funds the flexibility to use the most cost-effective alternative to
satisfy their borrowing requirements. The Trustees believe that the Funds may be
able to obtain lower interest rates on their borrowings from affiliated funds
than they would through traditional bank channels. The Funds and the other
Oppenheimer funds intend to submit an application to the Securities and Exchange
Commission to enable them to borrow from affiliated investment companies. The
current and proposed fundamental investment policies are set forth below.
Current Proposed
The Fund cannot borrow money in excess of The Fund cannot borrow money or
securities 10% of the value of its total assets. It cannot for any purposes
except that (a) borrowing up buy any additional investments when borrowings to
10% of the Fund's total assets from banks exceed 5% of its assets. The Fund may
borrow and/or affiliated investment
companies as a
only from banks as a temporary meassure for temporary measure for
extraordinary or
extraordinary or emergency purposes, and not emergency purposes and (b)
borrowing up to
for the purpose of leveraging its investments. 5% of the Fund's total assets
from banks and/or
affiliated investment companies for
investment purposes, is permitted.
Borrowing for investment purposes is considered a speculative investment
method known as "leverage." Borrowing for investment purposes may subject the
Funds to greater risks and costs than when the Funds do not borrow. These risks
may include the possibility that each Fund's net asset value per share will
fluctuate more than funds that do not borrow, since the Funds pay interest on
borrowings and interest expense can affect each Fund's share price and yield.
The Funds will not borrow from affiliated funds unless the terms of the
borrowing arrangement are at least as favorable as the terms the Funds could
otherwise negotiate with a third party.
(B) AMEND EACH FUND'S FUNDAMENTAL POLICY ON UNDERWRITING SECURITIES.
Each Fund currently has a fundamental policy which states that the Fund
cannot underwrite securities. The Trustees propose to amend the current
fundamental policy to make it clear that the policy is not violated if the Fund
is deemed, as a technical matter, to be an underwriter under federal securities
laws by virtue of its selling portfolio securities. As revised, the policy would
remain a fundamental policy of each Fund. The current and proposed fundamental
investment policies are set forth below.
Current Proposed
The Fund cannot underwrite securities. The Fund
cannot underwrite securities of other
companies. A permitted exception is in case
it is deemed to be an underwriter under the
Securities Act of 1933 when reselling any
securities held in its own portfolio.
(C) AMEND EACH FUND'S FUNDAMENTAL POLICY ON LENDING.
Each Fund currently is subject to a fundamental investment limitation
concerning lending. It is proposed that the current fundamental policy be
amended to permit each Fund to lend its assets to affiliated investment
companies. Although the Funds have no current intentions of participating in an
interfund lending arrangement, the Manager has requested that each Fund's
fundamental policy on lending be amended to permit the Funds to do so if and
when such arrangement is established. Before an interfund lending arrangement
can be established, the Funds must obtain approval from the Securities and
Exchange Commission ("Commission"). The Commission order approving such an
arrangement may impose certain conditions and limitations on the interfund
lending arrangement. The Funds will comply with any such conditions imposed by
the Commission's order. As amended, the policy on lending for each Fund would
remain a fundamental policy changeable only by the vote of a "majority" (as
defined in the Investment Company Act) of the outstanding voting securities of
that Fund. The current and proposed fundamental investment policies are set
forth below.
Current Proposed
The Fund cannot make loans. The Fund cannot make loans except (a) However,
repurchase agreements and through lending of securities, (b) through the
purchase of debt securities in the purchase of debt instruments or similar
accordance with the Fund's other evidences of indebtedness, (c) through
investment policies and restrictions an interfund lending program with other are
permitted. The Fund may also affiliated funds provided that no such loan lend
its portfolio securities as may be made if, as a result, the aggregate described
in "Loans of Portfolio of such loans would exceed 33 1/3% of the Securities."
value of its total assets (taken at market value
at the time of such loans), and (d) through
repurchase agreements.
The Funds must receive collateral for a loan. Under current applicable
regulatory requirements (which are subject to change), on each business day the
loan collateral must be at least equal to the value of the loaned assets. It
must consist of cash, bank letters of credit or securities of the U.S.
government or its agencies or instrumentalities, or other cash equivalents in
which the Funds are permitted to invest. The Funds might experience a delay in
receiving additional collateral to secure a loan. The Funds currently face
similar risks when lending portfolio securities to third party borrowers.
The reason for lending assets to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. A Fund would only lend its assets
to an affiliated fund if the terms of the lending arrangement are at least as
favorable as the terms the Fund could otherwise negotiate with a third party.
When a Fund lends assets to another affiliated fund, the lending fund is
subject to credit risks if the borrowing fund fails to repay the loan. The Funds
currently face similar risks when lending money to a bank through a repurchase
agreement. The Trustees believe that the risk is minimal in both cases.
Vote Required. An affirmative vote of the holders of a "majority" of all
outstanding voting securities of each Fund, voting separately on amendments to
its own investment policies, is required for approval to amend any fundamental
policy described in this Proposal. The requirements for such "majority" vote are
the same as those described above for Proposal No. 2. If the proposed amendment
to any particular fundamental policy is not approved by the shareholders of a
Fund, that policy will not change with respect to that Fund. The Board of
Trustees recommends a vote in favor of approving each amendment to fundamental
investment restrictions set forth in this Proposal.
ADDITIONAL INFORMATION
The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of each Fund's business, pursuant to its investment advisory agreement with that
Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the
Manager, is the general distributor (the "Distributor") of the Funds' shares.
OppenheimerFunds Services, a division of the Manager, serves as the transfer and
shareholder servicing agent (the "Transfer Agent") for the Funds on an "at cost"
basis, for which it was paid $27,616 by the Florida Municipal Fund, $38,079 by
the New Jersey Municipal Fund, and $79,750 by the Pennsylvania Municipal Fund
during their fiscal year ended July 31, 1998.
The Manager (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $95 billion as of
December 31, 1998, and with more than 4 million shareholder accounts. The
Manager is a wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a
holding company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager, the Distributor and OAC are located at Two World
Trade Center, New York, New York 10048. MassMutual is located at 1295 State
Street, Springfield, Massachusetts 01111. OAC acquired the Manager on October
22, 1990. As indicated below, the common stock of OAC is owned by (i) certain
officers and/or directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's outstanding common
stock except MassMutual. MassMutual has engaged in the life insurance business
since 1851.
The common stock of OAC is divided into three classes. Effective as of August 1,
1997, OAC declared a ten for one stock split. At December 31, 1998, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 8,667,670 shares of Class B voting stock, and (iii)
15,022,072 shares of Class C non-voting stock. This collectively represented
89.5% of the outstanding common stock and 85% of the voting power of OAC as of
that date. Certain officers and/or directors of the Manager held (i) 3,660,540
shares of the Class B voting stock, representing 7.2% of the outstanding common
stock and 10.3% of the voting power, and (ii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Trust and Bridget A. Macaskill and Donald W. Spiro, who
serve as Trustees of the Trust.
Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on earnings of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. From the period June 30, 1997 to December 31, 1998, the only
transactions on a post-split basis by persons who serve as Trustees of the Fund
were by Mr. Spiro, who sold 700,000 shares of Class B OAC common stock to
MassMutual for a cash payment of $14,955,000 and Robert G. Galli, who sold
400,000 shares of Class B OAC common stock to MassMutual for an aggregate of
$8,160,800. Mr. Galli no longer holds any OAC stock or options.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: Bridget A. Macaskill, President, Chief
Executive Officer and a director; Donald W. Spiro, Chairman Emeritus and a
director; James C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice
President and Chief Financial Officer; Robert C. Doll, Executive Vice
President and a director; Andrew J. Donohue, Executive Vice President,
General Counsel and a director; George Batejan, Executive Vice President and
Chief Information Officer, O. Leonard Darling, Craig Dinsell, Barbara
Hennigar, James Ruff and Loretta McCarthy, Executive Vice Presidents; George
C. Bowen, Senior Vice President and Treasurer; Charles Albers, Peter M.
Antos, Victor Babin, Bruce Bartlett, Richard Bayha, Robert A. Densen, Ronald
H. Fielding, Robert B. Grill, Thomas W. Keffer, John S. Kowalik, David Negri,
Robert E. Patterson, Russell Read, Richard Rubinstein, Arthur Steinmetz, John
Stoma, Jerry A. Webman, William L. Wilby, Robert G. Zack, and Arthur J.
Zimmer, Senior Vice Presidents. These officers are located at one of the four
offices of the Manager: Two World Trade Center, New York, NY 10048-0203; 6803
South Tucson Way, Englewood, CO 80112; 350 Linden Oaks, Rochester, NY
14625-2807 and One Financial Plaza, 755 Main Street, Hartford, CT 06103.
RECEIPT OF SHAREHOLDER PROPOSALS
The Funds are not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either the
Funds or the shareholders (under special conditions described in each Fund's
Statement of Additional Information). Under the proxy rules of the Securities
and Exchange Commission, shareholder proposals which meet certain conditions may
be included in a Fund's proxy statement and proxy for a particular meeting.
Those rules require that for future meetings, the shareholder must be a record
or beneficial owner of Fund shares either (i) with a value of at least $2,000 or
(ii) in an amount representing at least 1% of the Fund's securities to be voted,
at the time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by a Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in a Fund's
proxy material for the next meeting after the meeting to which this proxy
statement relates must be received by the Fund a reasonable time before the
solicitation is made. The fact that a Fund receives a proposal from a qualified
shareholder in a timely manner does not ensure its inclusion in the proxy
material, since there are other requirements under the proxy rules for such
inclusion.
OTHER BUSINESS
Management of the Funds knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy to vote the proxy in accordance with their judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April 8, 1999
proxy\740pre.99
- --------
*A nominee who is an "interested person" of a Fund and the Manager under the
Investment Company Act.
Oppenheimer New Jersey Municipal Proxy for Shareholders Meeting To
Fund Be Held May 27, 1999
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side,
date and sign it, and return it promptly in
the accompanying envelope, which requires no
postage if mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer New Jersey Municipal Proxy For Shareholders Meeting To
Fund Be Held May 27, 1999
The undersigned shareholder of Proxy solicited on behalf of the Oppenheimer New
Jersey Municipal Board of Trustees, which Fund (the "Fund"), does hereby appoint
recommends a vote FOR the election Robert Bishop, Ronald Feiman and of all
nominees for Trustee and FOR Scott Farrar, and each of them, each Proposal on
the reverse side. as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the power of
substitution, to attend reverse side or FOR if no choice the Meeting of
Shareholders of is indicated. the Fund to be held May 27, 1999, at 6803 South
Tucson Way, Englewood, Colorado 80112 at 10:00 A.M., Denver 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 for the election of Trustees and on the
proposals specified on the reverse side. Said attorneys-in-fact shall vote in
accordance with their best judgment as to any other matter.
OVER
Oppenheimer New Jersey Municipal Fund
Proxy for Shareholders Meeting to be held May 27, 1999
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Galli G) E. Regan 1. / / For all nominees
of Trustees B) L. Levy H) R. Reynolds listed except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. MacaskillJ) P. Trigere Instruction: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority to
vote for all nominees
listed at left.
2. Ratification of selection / / For / / Against / / Abstain of KPMG LLP as
independent auditors (Proposal No. 1)
3. Approval of Changes to Certain
Fundamental Policies of the Funds
(Proposal No. 2)
a. Eliminate the Fund's fundamental policy / / For / /
Against / /Abstain
on purchasing securities on margin
b. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
selling securities short
c. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in other investment companies
d. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in securities of issuers in which officers or trustees have an
interest
e. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in restricted securities
4. Approval of Amendments to Certain
Fundamental Policies of the Funds
(Proposal No. 3)
a. Amend the Fund's fundamental policy / / For / / Against
/ / Abstain
on borrowing
b. Amend the Fund's fundamental policy / / For / / Against / / Abstain on
underwriting securities
c. Amend the Fund's fundamental policy / / For / / Against / / Abstain on
lending
NOTE: Please sign exactly as your name(s) appear 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.
Dated: , 1999
--------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
proxy\395BALLOT
Oppenheimer Florida Municipal Proxy for Shareholders Meeting To
Fund Be Held May 27, 1999
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side,
date and sign it, and return it promptly in
the accompanying envelope, which requires no
postage if mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer Florida Municipal Proxy For Shareholders Meeting To
Fund Be Held May 27, 1999
The undersigned shareholder of Proxy solicited on behalf of the Oppenheimer
Florida Municipal Fund Board of Trustees, which (the "Fund"), does hereby
appoint recommends a vote FOR the election Robert Bishop, Ronald Feiman and of
all nominees for Trustee and FOR Scott Farrar, and each of them, each Proposal
on the reverse side. as attorneys-in fact and proxies The shares represented
hereby of the undersigned, with full will be voted as indicated on the power of
substitution, to attend reverse side or FOR if no choice the Meeting of
Shareholders of is indicated. the Fund to be held May 27, 1999, at 6803 South
Tucson Way, Englewood, Colorado 80112 at 10:00 A.M., Denver 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 for the election of Trustees and on the
proposals specified on the reverse side. Said attorneys-in-fact shall vote in
accordance with their best judgment as to any other matter.
OVER
Oppenheimer Florida Municipal Proxy for Shareholders Meeting to be held
Fund May 27, 1999
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Galli G) E. Regan 1. / / For all nominees
of Trustees B) L. Levy H) R. Reynolds listed except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. MacaskillJ) P. Trigere Instruction: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority to
vote for all nominees
listed at left.
2. Ratification of selection / / For / / Against / / Abstain of KPMG LLP as
independent auditors (Proposal No. 1)
3. Approval of Changes to Certain
Fundamental Policies of the Funds
(Proposal No. 2)
a. Eliminate the Fund's fundamental policy / / For / /
Against / /Abstain
on purchasing securities on margin
b. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
selling securities short
c. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in other investment companies
d. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in securities of issuers in which officers or trustees have an
interest
e. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in restricted securities
4. Approval of Amendments to Certain
Fundamental Policies of the Funds
(Proposal No. 3)
a. Amend the Fund's fundamental policy / / For / / Against
/ / Abstain
on borrowing
b. Amend the Fund's fundamental policy / / For / / Against / / Abstain on
underwriting securities
c. Amend the Fund's fundamental policy / / For / / Against / / Abstain on
lending
NOTE: Please sign exactly as your name(s) appear 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.
Dated: , 1999
--------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
proxy\795BALLOT
Oppenheimer Pennsylvania Municipal Proxy for Shareholders Meeting To
Fund Be Held May 27, 1999
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side,
date and sign it, and return it promptly in
the accompanying envelope, which requires no
postage if mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer Pennsylvania Municipal Proxy For Shareholders Meeting To
Fund Be Held May 27, 1999
The undersigned shareholder of Proxy solicited on behalf of the Oppenheimer
Pennsylvania Municipal Board of Trustees, which Fund (the "Fund"), does hereby
appoint recommends a vote FOR the election Robert Bishop, Ronald Feiman and of
all nominees for Trustee and FOR Scott Farrar, and each of them, each Proposal
on the reverse side. as attorneys-in fact and proxies The shares represented
hereby of the undersigned, with full will be voted as indicated on the power of
substitution, to attend reverse side or FOR if no choice the Meeting of
Shareholders of is indicated. the Fund to be held May 27, 1999, at 6803 South
Tucson Way, Englewood, Colorado 80112 at 10:00 A.M., Denver 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 for the election of Trustees and on the
proposals specified on the reverse side. Said attorneys-in-fact shall vote in
accordance with their best judgment as to any other matter.
OVER
Oppenheimer Pennsylvania Municipal Fund
Proxy for Shareholders Meeting to be held May 27, 1999
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Galli G) E. Regan 1. / / For all nominees
of Trustees B) L. Levy H) R. Reynolds listed except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. MacaskillJ) P. Trigere Instruction: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority to
vote for all nominees
listed at left.
2. Ratification of selection / / For / / Against / / Abstain of KPMG LLP as
independent auditors (Proposal No. 1)
3. Approval of Changes to Certain
Fundamental Policies of the Funds
(Proposal No. 2)
a. Eliminate the Fund's fundamental policy / / For / / Against
/ /Abstain
on purchasing securities on margin
b. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
selling securities short
c. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in other investment companies
d. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain on
investing in securities of issuers in which officers or trustees have an
interest
e. Eliminate the Fund's fundamental policy / / For / / Against / /Abstain
on investing in restricted securities
f. Eliminate the Fund's fundamental policy / / For / / Against / / Abstain on
the types of securities it may purchase
g. Eliminate the Fund's fundamental policy / / For / / Against / / Abstain
on futures contracts
h. Eliminate the Fund's fundamental policy / / For / / Against / / Abstain
on pledging of assets
4. Approval of Amendments to Certain
Fundamental Policies of the Funds
(Proposal No. 3)
a. Amend the Fund's fundamental policy / / For / / Against
/ /Abstain
on borrowing
b. Amend the Fund's fundamental policy / / For / / Against / /Abstain on
underwriting securities
c. Amend the Fund's fundamental / / For / / Against / /Abstain policy on
lending
NOTE: Please sign exactly as your name(s) appear 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.
Dated: , 1999
--------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
proxy\740BALLOT