<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-12579
OGE Energy Corp.
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
OGE Energy Corp.
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office)
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
----------
The undersigned consist of the members of the Committee having the
responsibility for the administration of the OGE Energy Corp. Employees'
Retirement Savings Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan has duly caused this Annual Report on Form 11-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City and State of Oklahoma on the 27th day of June 1997.
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
By /s/ Irma B. Elliott
-------------------------------
Irma B. Elliott
Chairperson
By /s/ Donald R. Rowlett
-------------------------------
Donald R. Rowlett
Member
By /s/ Dale P. Hennessy
-------------------------------
Dale P. Hennessy
Member
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the OGE Energy Corp.
Financial Programs Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the OGE Energy Corp., formerly Oklahoma Gas & Electric Company,
Employees' Retirement Savings Plan as of December 31, 1996 and 1995, and the
related statement of changes in net assets available for plan benefits for the
year ended December 31, 1996. These financial statements and the schedules
referred to below are the responsibility of the Financial Programs Committee.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the OGE
Energy Corp. Employees' Retirement Savings Plan as of December 31, 1996 and
1995, and the changes in its net assets available for plan benefits for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes as of December 31, 1996, and the schedule of reportable
transactions for the year ended December 31, 1996, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the Statements
of Net Assets Available for Plan Benefits and the Statement of Changes in Net
Assets Available for Plan Benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
April 30 , 1997
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1996
-----------------
Fidelity Fidelity Fidelity
OGE Fidelity Asset Asset Managed
Common Asset Manager: Manager: Income Fidelity
Stock Fund Manager Growth Income Portfolio Contrafund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Common stock of OGE Energy Corp. $102,526,811 $ - $ - $ - $ - $ -
Fidelity U.S. Government Fund 1,000,759 - - - - -
Fidelity Asset Manager - 8,943,418 - - - -
Fidelity Asset Manager: Growth - - 16,187,197 - - -
Fidelity Asset Manager: Income - - - 2,874,009 - -
Fidelity Managed Income Portfolio - - - - 21,452,342 -
Fidelity Contrafund - - - - - 7,879,884
Fidelity Growth and Income - - - - - -
Fidelity Blue Chip - - - - - -
Loan Fund - - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Total investments 103,527,570 8,943,418 16,187,197 2,874,009 21,452,342 7,879,884
Dividends and interest receivable 1,636,520 - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $105,164,090 $ 8,943,418 $ 16,187,197 $ 2,874,009 $ 21,452,342 $ 7,879,884
============ ============ ============ ============ ============ ============
<CAPTION>
Fidelity
Growth Fidelity
and Blue Loan
Income Chip Fund Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments, at market value:
Common Stock of OGE Energy Corp. $ - $ - $ - $102,526,811
Fidelity U.S. Government Fund - - - 1,000,759
Fidelity Asset Manager - - - 8,943,418
Fidelity Asset Manager: Growth - - - 16,187,197
Fidelity Asset Manager: Income - - - 2,874,009
Fidelity Managed Income Portfolio - - - 21,452,342
Fidelity Contrafund - - - 7,879,884
Fidelity Growth and Income 6,531,285 - - 6,531,285
Fidelity Blue Chip - 7,421,049 - 7,421,049
Loan Fund - - 9,721,477 9,721,477
------------- ------------ ------------ ------------
Total investments 6,531,285 7,421,049 9,721,477 184,538,231
Dividends and interest receivable - - - 1,636,520
------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 6,531,285 $ 7,421,049 $ 9,721,477 $186,174,751
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1995
-----------------
Fidelity Fidelity Fidelity
OG&E Fidelity Asset Asset Managed
Common Asset Manager: Manager: Income Fidelity
Stock Fund Manager Growth Income Portfolio Contrafund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Common Stock of Oklahoma Gas $104,997,529 $ - $ - $ - $ - $ -
and Electric Company
Fidelity U.S. Government Fund 1,122,877 - - - - -
Fidelity Asset Manager - 8,547,890 - - - -
Fidelity Asset Manager: Growth - - 13,669,242 - - -
Fidelity Asset Manager: Income - - - 2,989,125 - -
Fidelity Managed Income Portfolio - - - - 18,284,456 -
Fidelity Contrafund - - - - - 4,221,512
Fidelity Growth and Income - - - - - -
Fidelity Blue Chip - - - - - -
Loan Fund - - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Total investments 106,120,406 8,547,890 13,669,242 2,989,125 18,284,456 4,221,512
Contributions receivable:
Participants 44,978 13,786 30,025 3,368 11,626 9,683
Company 60,089 - - - - -
Dividends and interest receivable 1,633,872 - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $107,859,345 $ 8,561,676 $ 13,699,267 $ 2,992,493 $ 18,296,082 $ 4,231,195
============ ============ ============ ============ ============ ============
<CAPTION>
Fidelity
Growth Fidelity
and Blue Loan
Income Chip Fund Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company $ - $ - $ - $104,997,529
Fidelity U.S. Government Fund - - - 1,122,877
Fidelity Asset Manager - - - 8,547,890
Fidelity Asset Manager: Growth - - - 13,669,242
Fidelity Asset Manager: Income - - - 2,989,125
Fidelity Managed Income Portfolio - - - 18,284,456
Fidelity Contrafund - - - 4,221,512
Fidelity Growth and Income 2,488,051 - - 2,488,051
Fidelity Blue Chip - 5,333,467 - 5,333,467
Loan Fund - - 8,765,510 8,765,510
------------- ------------ ------------ ------------
Total investments 2,488,051 5,333,467 8,765,510 170,419,659
Contributions receivable:
Participants 4,225 11,189 64,246 193,126
Company - - - 60,089
Dividends and interest receivable - - - 1,633,872
------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 2,492,276 $ 5,344,656 $ 8,829,756 $172,306,746
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
Fidelity Fidelity Fidelity Fideltiy
OG&E Fidelity Asset Asset Managed Growth
Common Asset Manager: Manager: Income Fidelity and
Stock Fund Manager Growth Income Portfolio Contrafund Income
----------- ----------- ------------ ----------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $107,859,345 $8,561,676 $13,699,267 $2,992,493 $18,296,082 $4,231,195 $2,492,276
------------ ----------- ------------ ----------- ------------ ----------- -----------
Investment income:
Dividends 6,556,113 702,885 1,360,799 208,119 1,096,112 563,533 285,652
Interest on loans 381,835 54,898 147,300 12,140 60,655 53,046 19,871
Appreciation in market value
of investments:
Common stock (1,436,966) - - - - - -
Mutual funds - 266,242 854,199 2,434 - 574,784 466,871
Contributions:
Participants 2,391,210 621,194 1,497,273 138,775 613,087 637,873 397,558
Company 3,181,350 - - - -
Realized gain (loss) on sale on
distribution of investments (1,227,416) 52,652 181,608 1,838 - 62,659 126,212
------------ ----------- ------------ ----------- ------------ ----------- -----------
Total additions 9,846,126 1,697,871 4,041,179 363,306 1,769,854 1,891,895 1,296,164
Distributions to participants (4,898,771) (542,987) (532,849) (276,011) (1,576,513) (124,545) (240,790)
------------ ----------- ------------ ----------- ------------ ----------- -----------
Net additions (reductions) 4,947,355 1,154,884 3,508,330 87,295 193,341 1,767,350 1,055,374
------------ ----------- ------------ ----------- ------------ ----------- -----------
Transfer between funds, net (7,642,610) (773,142) (1,020,400) (205,779) 2,962,919 1,881,339 2,983,635
------------ ----------- ------------ ----------- ------------ ----------- -----------
Net assets available for plan
benefits at end of year $105,164,090 $8,943,418 $16,187,197 $2,874,009 $21,452,342 $7,879,884 $6,531,285
============= =========== ============ =========== ============ =========== ===========
<CAPTION>
Fidelity
Blue Loan
Chip Fund Total
------------ ----------- -------------
<S> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $5,344,656 $8,829,756 $172,306,746
------------ ----------- -------------
Investment income:
Dividends 505,073 - 11,278,286
Interest on loans 43,886 - 773,631
Appreciation in market value
of investments:
Common stock - - (1,436,966)
Mutual funds 372,796 - 2,537,326
Contributions:
Participants 662,145 - 6,959,115
Company - - 3,181,350
Realized gain (loss) on sale on
distribution of investments 40,571 - (761,876)
------------ ----------- -------------
Total additions 1,624,471 - 22,530,866
Distributions to participants (96,156) (374,239) (8,662,861)
------------ ----------- -------------
Net additions (reductions) 1,528,315 (374,239) 13,868,005
------------ ----------- -------------
Transfer between funds, net 548,078 1,265,960 -
------------ ----------- -------------
Net assets available for plan
benefits at end of year $7,421,049 $9,721,477 $186,174,751
============ =========== =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------
The Oklahoma Gas and Electric Company Employees' Thrift Plan (the "Thrift Plan")
and the Oklahoma Gas and Electric Company Employees' Thrift Trust (the "Trust")
were adopted by the Board of Directors of Oklahoma Gas and Electric Company
("OG&E") on November 10, 1981, and became effective January 1, 1982. The Thrift
Plan, a defined contribution trusteed plan, was amended September 1, 1994 and
was renamed the Oklahoma Gas and Electric Company Employees' Retirement Savings
Plan. On December 31, 1996, OGE Energy Corp. (the "Company") became the parent
company of OG&E and its former subsidiary, Enogex, Inc. All outstanding OG&E
common stock was exchanged on a share-for-share basis for common stock of the
Company and the common stock of Enogex, Inc., was distributed to the Company.
The OG&E Employees' Retirement Savings Plan was then assumed by the Company and
amended to reflect the reorganization of OG&E. As a result of this amendment and
reorganization, shares of common stock of the Company are contributed under the
plan instead of shares of common stock of OG&E. Fidelity Management Trust
Company ("Fidelity") the Trustee of the Plan is responsible for the safekeeping
and investment of all contributions made to the Trust.
Participation in the Plan is voluntary. Employees are eligible to become
participants in the Plan after completing one year of service as defined in the
Plan. Participants may contribute any whole percentage between 2% and 15% of
their compensation. The first 6% of contributions are called "Regular
Contributions," and any contributions over 6% of compensation are called
"Supplementary Contributions." Participants may designate at their discretion
all or any portion of their Regular and Supplementary Contributions to the Plan
as a salary reduction contribution under Section 401(k) of the Internal Revenue
Code. Under Section 401(k) of the Internal Revenue Code, the portion of the
participant's base salary that is contributed as a "Tax-Deferred Contribution"
will not be subject to Federal income tax until such portion is withdrawn or
distributed from the Plan. Company contributions to the Plan are made monthly.
Participants can direct that all of their contributions be invested in multiples
of 1% in any one or all of the following eight investment funds, each with a
specific investment portfolio goal:
OGE Energy Corp. Common Stock Fund - consists of shares of the Company's
common stock contributed by the Company or purchased by the Trustee.
Fidelity Asset Manager - goal of approximately 40% stocks, 40% bonds and
20% short-term instruments.
Fidelity Asset Manager: Growth - goal of approximately 65% stocks, 30%
bonds and 5% short-term instruments.
Fidelity Asset Manager: Income - goal of approximately 20% stocks, 30%
bonds and 50% short-term instruments.
Fidelity Managed Income Portfolio - consists of short-term and long-term
investment contracts.
Fidelity Growth & Income Portfolio - consists of foreign and domestic
stocks and debt securities.
Fidelity Blue Chip Growth Fund - consists of common stocks of well known,
established growth companies.
Fidelity Contrafund - consists of common stocks from companies that the
Fund's manager believes are undervalued or show potential for growth.
<PAGE>
-2-
The accompanying financial statements have been prepared on the accrual basis of
accounting. Investments are carried at market value determined from quoted
market prices when available or management's estimate of fair market value.
Unrealized appreciation in the market value of investments, disclosed in Note 4,
represents the difference between the market value at the beginning and end of
year and original cost, including the effect of acquisitions and distributions
during the year. Realized gains/losses on sales or dispositions and
appreciation/depreciation of plan assets included in the statements of changes
in net assets available for plan benefits are based on the change in the market
value of the assets at the beginning of the plan year or at the time of purchase
during the year.
The Company contributes to the Plan on behalf of each participant an amount
equal to 50% of the participant's Regular Contribution for participants with
less than 20 years of Plan participation, as defined in the Plan, and an amount
equal to 75% of the participant's Regular Contribution for participants with 20
or more years of participation in the Plan. No Company contributions are made
with respect to the participant's Supplementary Contribution. The Company's
contribution can be made either in cash or in shares of the Company's common
stock. If the Company contributes cash, such cash is used to purchase common
stock of the Company.
Participants' Regular and Supplementary Contributions are fully vested and
nonforfeitable. Participants become vested as to 30% of the amount in their
Company contribution account upon the completion of their third year of service
with the Company, and become vested as to an additional 10% upon the completion
of the following year and 20% for each subsequent year of participation in the
Plan. In addition, participants become fully vested when they are eligible for
retirement under the Company Employees' Retirement Plan or in the event of
death, permanent disability or attainment of age 65.
Forfeitures of the Company's contributions resulting from termination of the
participant's interest in the Plan are used to reduce the Company's future
contributions. During 1996, forfeitures used to reduce employer contributions
totalled approximately $16,000. Forfeitures will be reinstated if the
participant is reemployed by the Company and returns to the Plan within five
years.
The Plan is a qualified plan under provisions of Section 401(a) of the Internal
Revenue Code and is exempt from Federal income taxes under provisions of Section
501(a) of the Internal Revenue Code. The Plan has been amended since receiving
the determination letter, dated January 12, 1996. However, the Company is of the
opinion that the Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, the
Company believes the Plan is qualified and continues to be tax-exempt.
Participants on whose behalf Company contributions are made are not taxed on the
amounts contributed by the Company or on any income earned thereon until the
receipt of a distribution, pursuant to the terms of the Plan. The taxation of
income earned on Plan assets attributable to participants' contributions to the
Plan is also deferred until distribution is made. The amount of income taxes
applicable to the participants or their beneficiaries upon distribution is
prescribed by the Internal Revenue Code and is dependent upon the method of
distribution.
The Plan is administered by a committee appointed by the Board of Directors of
OGE Engergy Corp. (the "Financial Programs Committee"). Expenses of
administering the Plan are expected to be paid by the Company; however, if not
paid by the Company, such expenses will be charged to the Plan.
The Company intends to continue the Plan indefinitely, but reserves the right to
alter, amend, modify, revoke or terminate the Plan at any time upon the
direction of the Company's Board of Directors. If the Plan is terminated for any
reason, the interests of all participants will be fully vested, and the
Financial Programs Committee will direct that the participants' account balances
be distributed as soon as practical. The Company has no continuing liability
under the Plan after the final disposition of the assets of the Plan.
<PAGE>
-3-
2. LOANS TO PARTICIPANTS:
----------------------
The maximum amount which a participant may borrow is the lesser of $50,000 or
50% of the participant's allocated vested share of the Plan assets. The loans
are secured by a portion of the amounts remaining in the participant's account.
The Plan allows participants on leave of absence to obtain loans from their
account. All loans granted must be repaid pursuant to a written repayment
schedule not to exceed five years and evidenced by a written promissory note
signed by the borrower. Borrowed amounts do not share in the earnings and losses
of the investment funds. Rather, when the loan is repaid, the interest on the
loan is credited to the participant's account in the Plan.
The interest rate is equal to the "prime rate," as published in the Wall Street
Journal on the first business day of the month, plus 1%. The range for interest
rates was 7% to 10% during 1996.
If a participant should terminate from the Plan, any outstanding loan balance is
converted to a distribution.
<TABLE>
<CAPTION>
Loan activity for 1996 was as follows:
<S> <C>
Balance at Beginning of Year $ 8,829,756
New Loans 4,811,914
Repayment of Principal (3,920,193)
------------
Balance at End of Year $ 9,721,477
============
</TABLE>
Interest applicable to these loans during 1996 was $773,630.
3. AMOUNTS DUE TO TERMINATED EMPLOYEES:
------------------------------------
There are no amounts payable to participants no longer participating in the Plan
at December 31, 1996.
4. UNREALIZED APPRECIATION:
------------------------
<TABLE>
<CAPTION>
The amount of unrealized appreciation of investments (original cost compared to
market value) at December 31, 1995 and 1996, and the related net change during
1996 is set forth below:
<S> <C>
Unrealized appreciation at December 31, 1995 $ 28,566,895
Increase during 1996 1,100,360
------------
Unrealized appreciation at December 31, 1996 $ 29,667,255
============
</TABLE>
<PAGE>
-4-
5. INVESTMENTS:
------------
Investments of Company common stock, in the OGE Energy Corp. Common Stock Fund
at December 31, 1996 and 1995, of $102,526,811 and $104,997,529, respectively,
are carried at market value ($41.75 per share and $43.00 per share at December
31, 1996 and 1995, respectively) and are comprised of 2,455,732 and 2,441,803
shares, respectively. At December 31, 1996, the non-participant directed amount
included in the OGE Energy Corp. Common Stock Fund totalled $49,122,252. The
market value per common share was $41.50 at April 30, 1997, the date of the
accompanying report of independent public accountants.
The aggregate market value and proceeds of investments sold and distributed are
determined on a specific asset basis and were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1996
----------------------------
Proceeds/
Market Value Distribution
at 1/1/96 Value Gain/(Loss)
----------- ------------- -----------
<S> <C> <C> <C>
OGE Energy Corp Common Stock Fund $20,954,990 $19,727,574 $(1,227,416)
Fidelity Asset Manager 2,100,828 2,153,480 52,652
Fidelity Asset Manager: Growth 3,077,783 3,259,391 181,608
Fidelity Asset Manager: Income 963,719 965,557 1,838
Fidelity Managed Income Portfolio 9,895,986 9,895,986 -
Fidelity Contrafund 1,945,777 2,008,436 62,659
Fidelity Growth and Income 1,790,434 1,916,646 126,212
Fidelity Blue Chip 2,546,688 2,587,259 40,571
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP.
----------------
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
(a)* (b) Issuer (c) Description of Investment (d) Cost (e) Market Value
---- ------------------------ -------------------------------------------- ------------ ------------------
<S> <C> <C> <C>
* OGE Energy Corp. Common stock, $0.01 par value $ 76,833,822 $ 102,526,811
* Fidelity Mgmt. Trust Co U.S. Government fund, variable interest rate 1,000,759 1,000,759
* Fidelity Mgmt. Trust Co. Asset Manager, mutual fund 8,393,773 8,943,418
* Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fund 14,540,986 16,187,197
* Fidelity Mgmt. Trust Co. Asset Manager: Income, mutual fund 2,749,378 2,874,009
* Fidelity Mgmt. Trust Co. Managed Income Portoflio, mutual fund 21,452,342 21,452,342
* Fidelity Mgmt. Trust Co. Contrafund, mutual fund 7,328,465 7,879,884
* Fidelity Mgmt. Trust Co. Growth and Income, mutual fund 5,906,131 6,531,285
* Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund 6,943,843 7,421,049
Participant Loans, interest rates from
7% to 10% 9,721,477 9,721,477
------------ ---------------
Total investments $154,870,976 $184,538,231
============ ===============
</TABLE>
* Party in interest
<PAGE>
<TABLE>
<CAPTION>
Page 1 of 2
-----------
OGE ENERGY CORP.
----------------
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
Expenses
Incurred in
Connection
Number of Identity of Party Description of Purchase Selling Lease with
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction
------------ ------------------------ ---------------- ----------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
255 Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock $19,799,122 $ - $ - $ -
239 Fidelity Mgmt. Trust Co. Managed Income Portfolio, 13,064,055 - - -
mutual fund
<CAPTION>
Current Value
of Asset on
Number of Cost of Transaction Net Gain
Transactions (g) Asset (h) Date (i) or (Loss)
- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
255 $ 19,799,122 $ 19,799,122 $ -
239 13,064,055 13,064,055 -
</TABLE>
Schedules of Loans or Fixed Income Obligations, Leases in Default or Classified
as Uncollectible, Non-Exempt Transactions, and Assets Held for Investment
Purposes Which Were Both Acquired and Disposed of Within the Plan Year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 2
-----------
OGE ENERGY CORP.
----------------
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
Expenses
Incurred in
Connection
Number of Identity of Party Description of Purchase Selling Lease with
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction
------------ ------------------------ ---------------- ----------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Sales and Redemptions:
247 Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock $ - $19,727,574 $ - $ -
233 Fidelity Mgmt. Trust Co. Managed Income Portfolio, - 9,895,986 - -
mutual fund
<CAPTION>
Current Value
of Asset on
Number of Cost of Transaction Net Gain
Transactions (g) Asset (h) Date (i) or (Loss)
- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
247 $20,954,990 $ 19,727,574 $(1,227,416)
233 9,895,986 9,895,986 -
</TABLE>
Schedules of Loans or Fixed Income Obligations, Leases in Default or Classified
as Uncollectible, Non-Exempt Transactions, and Assets Held for Investment
Purposes Which Were Both Acquired and Disposed of Within the Plan Year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------------------------------------
<S> <C>
1.01 Consent of Independent Public Accountants
</TABLE>
<PAGE>
Exhibit 1.01
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 30, 1997 included in the OGE Energy Corp. Employees'
Retirement Savings Plan Form 11-K for the year ended December 31, 1996, into the
previously filed Post-Effective Amendment No. 2-A to Registration Statement No.
33-61699.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
June 27, 1997
