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Filed pursuant to 424(b)(3)
Registration No. 33-61699
PROSPECTUS
OGE ENERGY CORP.
2,592,839 SHARES
COMMON STOCK
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
This Prospectus describes the Automatic Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of OGE Energy Corp. (the "Company").
The Plan is designed to provide investors with a convenient and economical
way to purchase shares of the Company's common stock, par value $.01 per share
("Common Stock"), and to reinvest all or a portion of the cash dividends paid on
the Company's Common Stock, and on all classes of its preferred stock or the
cumulative preferred stock of Oklahoma Gas and Electric Company
("OG&E")(collectively, the "Eligible Securities") in shares of Common Stock.
A number of significant changes have been made to the Plan and,
accordingly, all current and prospective participants are encouraged to read
this Prospectus in its entirety. Among other things, the Administrator has been
changed to Mellon Bank, N.A., shares will be purchased weekly, and a number of
service fees, payable by participants, have been instituted. These changes and
others are described in more detail below. IN PARTICULAR, PLEASE READ THE ANSWER
TO QUESTION 21 FOR A DESCRIPTION OF THE SERVICE FEES THAT WILL BE IMPOSED FOR
CERTAIN TRANSACTIONS UNDER THE PLAN.
PARTICIPANTS IN THE PLAN MAY:
- Reinvest all or a portion of cash dividends paid on Eligible Securities
registered in their names or Common Stock credited to their Plan accounts
in shares of Common Stock.
- Make an initial investment in Common Stock with a cash payment of at
least $250 or, if already a holder of Eligible Securities, increase their
investment in Common Stock by making optional cash payments at any time
of at least $25 for any single investment, up to a maximum of $100,000
per calendar year.
- Receive, upon written request, certificates for whole shares of Common
Stock credited to their Plan accounts.
- Deposit certificates representing Common Stock into the Plan for
safekeeping.
- Sell shares of Common Stock credited to their Plan accounts through the
Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares, shares held in the treasury of the
Company or shares purchased in the open market. Any open market purchases will
be effected through an Independent Agent (as hereinafter defined) selected by
the Company. The Common Stock is listed on the New York and Pacific Stock
Exchanges. The closing price on December 15, 1997 on the New York Stock Exchange
was $51.4375.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan will be the average of the high and low sales prices of
the Common Stock reported on the New York Stock Exchange Composite Tape as
published in The Wall Street Journal for that date. The price of shares of
Common Stock purchased in the open market will be the weighted average price per
share of the aggregate number of shares purchased in the open market for the
relevant period. There will be no discount from these purchase prices offered
for shares of Common Stock purchased under the Plan. The Company, however, will
pay all brokerage commissions relating to shares of Common Stock purchased in
the open market.
This Prospectus is being provided both to present and prospective
participants in the Plan. For present participants in the Plan, this Prospectus
(including the materials incorporated by reference) provides more current
information concerning the Company, OG&E and the Plan and is intended to replace
the Prospectus of the Company dated January 2, 1997. It is suggested that this
Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is December 17, 1997
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THE COMPANY
The Company was incorporated in Oklahoma on August 4, 1995, as the
wholly-owned subsidiary of OG&E. Pursuant to a corporate restructuring approved
by OG&E's shareowners, on December 31, 1996 all outstanding shares of common
stock of OG&E were exchanged on a share-for-share basis for shares of Common
Stock of the Company and OG&E became a subsidiary of the Company.
OG&E, the principal subsidiary of the Company, is the largest operating
electric utility in Oklahoma, furnishing retail electric service in communities
and contiguous rural and suburban territories in Oklahoma and western Arkansas.
It also sells electric energy at wholesale for resale in these states.
The Company's principal executive offices are located at 101 North
Robinson, Post Office Box 321, Oklahoma City, Oklahoma 73101-0321; Telephone:
(405) 553-3000.
INFORMATION INCORPORATED BY REFERENCE
The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference: (i) Form 10-K Annual Report of
the Company for the year ended December 31, 1996, including Exhibit 99.02
thereto describing certain rights to purchase Series A Preferred Stock which
accompany each share of Common Stock pursuant to a Rights Agreement dated August
7, 1995, (ii) Form 10-Q Quarterly Reports of the Company for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997 and (iii) Form 8-K Current
Report of the Company dated June 19, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
(including any beneficial owner) to whom this Prospectus has been delivered, on
the request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by reference,
other than certain exhibits to such documents. Written or telephone requests for
such copies should be directed to the Corporate Secretary, OGE Energy Corp., 101
North Robinson, Post Office Box 321, Oklahoma City, Oklahoma 73101-0321,
Telephone: (405) 553-3211.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information on file can be
inspected at the public reference offices of the Commission currently at 450
Fifth Street, N.W., Washington, D.C.; 500 West Madison Street, Chicago,
Illinois; and 7 World Trade Center, New York, New York; and copies of such
material can be obtained from the Public Reference Section of the Commission at
its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information also are
available on the Commission's Web site (http://www.sec.gov.). In addition,
reports, proxy material and other information concerning the Company may be
inspected at the Library of the New York Stock Exchange, 20 Broad Street, New
York, New York, and at the office of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California, on which exchanges the Company's Common Stock
is listed.
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APPLICATION OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by any of
(i) the purchase of new shares of Common Stock issued by the Company, (ii) the
purchase of shares of Common Stock held in the Company's treasury, or (iii) the
purchase of shares of Common Stock in the open market, the number of shares of
Common Stock, if any, that the Company ultimately will sell under the Plan is
not known. If newly issued or treasury shares of Common Stock are purchased
under the Plan, the proceeds from such sales will be used for general corporate
purposes, including, without limitation, to provide funds for the Company's
construction program, the redemption, repayment or retirement of outstanding
indebtedness of the Company or the advance or contribution of funds to one or
more of the Company's subsidiaries to be used for their general corporate
purposes, including, without limitation, the redemption, repayment or retirement
of indebtedness of one or more of such subsidiaries. The Company will not
receive any proceeds when shares of Common Stock are purchased under the Plan in
the open market.
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OGE ENERGY CORP.
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following questions and answers summarize the provisions of the Plan as
in effect on the date of this Prospectus.
1. WHAT IS THE PLAN?
The Plan provides existing and potential investors in the Company or in
OG&E with a simple and convenient method of purchasing shares of the Company's
Common Stock without payment of any brokerage commission. The Plan also provides
participants with a convenient way to reinvest all or a portion of the cash
dividends paid on Eligible Securities in shares of Common Stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE SOME OF ITS ADVANTAGES AND
DISADVANTAGES?
Purpose -- The purpose of the Plan is to provide existing and potential
investors in the Company with a convenient way to purchase shares of Common
Stock and to reinvest all or a portion of the cash dividends paid on Eligible
Securities in shares of Common Stock.
Advantages
- Interested investors, not already record or registered holders of
Eligible Securities, may become participants in the Plan ("Participants")
by making an initial minimum cash investment of at least $250 to purchase
Common Stock through the Plan.
- Record or registered holders of Eligible Securities not already
Participants may become Participants by (i) electing to have dividend
payments on all or a portion of their Eligible Securities reinvested in
Common Stock, (ii) depositing certificates representing Common Stock into
the Plan for safekeeping or (iii) making an initial minimum cash
investment of at least $25 to purchase Common Stock through the Plan.
- In addition to having their dividend payments on Eligible Securities
reinvested in Common Stock, Participants may invest additional funds in
Common Stock through optional cash investments of at least $25 for any
single investment up to $100,000 per calendar year. Optional cash
investments may be made by check, money order or electronic funds transfer
from a predesignated bank account. Optional cash investments may be made
occasionally or at regular intervals, as the Participant desires.
- Funds invested in the Plan are fully invested in Common Stock through the
purchase of whole shares and fractions of shares, and proportionate cash
dividends on fractions of shares of Common Stock are used to purchase
additional shares of Common Stock.
- The Plan offers a "safekeeping" service whereby Participants may deposit,
free of any service charges, certificates representing Common Stock held
in certificate form into the Plan. Shares of Common Stock so deposited
will be credited to the account of the Participant (an "Account"). This
service can be selected by Participants without participating in any other
feature of the Plan.
- Participants may direct the Company, at any time and at no cost to such
Participants, to transfer all or a portion of the shares of Common Stock
credited to their Accounts (including those shares of Common Stock
deposited into the Plan for safekeeping) to the Account of another
Participant (or to set up an Account for a new Participant in connection
with such transfer) or to send certificate(s) representing such shares to
the Participant or another designated person or entity.
- Periodic statements ("Statements of Account") will be mailed to each
Participant showing all transactions completed during the year to date,
total shares of Common Stock credited to the Participant's Account and
other information related to each such Participant's Account.
- Participants may direct that all, a portion or none of their dividend
payments on Eligible Securities, including shares of Common Stock
purchased for a Participant under the Plan and shares of Common
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Stock deposited into the Plan for safekeeping, be reinvested in shares of
Common Stock. Dividend payments not reinvested will be paid in the usual
manner.
- Shares of Common Stock credited to Accounts (including those shares of
Common Stock deposited into the Plan for safekeeping) or held in
book-entry form may be sold through the Plan. A $10.00 service fee, as
well as applicable trading fees of $0.12 per share, will be deducted from
the sale proceeds for each such transaction (see the answer to Question
21).
Disadvantages
- PARTICIPANTS HAVE NO CONTROL OVER THE PRICE, AND IN THE CASE OF SHARES OF
COMMON STOCK PURCHASED OR SOLD IN THE OPEN MARKET BY AN INDEPENDENT AGENT,
THE TIME, AT WHICH COMMON STOCK IS PURCHASED OR SOLD, RESPECTIVELY, FOR
THEIR ACCOUNTS. Purchases in the open market generally will occur at least
once each week. Funds not invested in Common Stock within 30 days after
receipt will be promptly returned to Participants. Sales by Participants
under the Plan will be made by an Independent Agent as soon as practicable
after processing the sales request. Therefore, Participants bear the
market risk associated with fluctuations in the price of the Common Stock.
(See the answers to Questions 7, 8, 9, 13 and 16.)
- No interest will be paid on funds held by the Administrator (as
hereinafter defined) pending investment under the Plan.
- Participants will be assessed service fees for certain transactions under
the Plan, including, among others, the sale of shares (see the answer to
Question 21).
3. WHO ADMINISTERS THE PLAN AND WHAT ARE SOME OF THE FUNCTIONS PERFORMED BY THE
ADMINISTRATOR?
Administration of the Plan is conducted by the individual (who may be an
employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "Administrator"). Mellon Bank, N.A. will be the initial
Administrator. The Administrator is responsible for administering the Plan,
receiving all cash investments made by Participants, maintaining records of each
Participant's Account activities, issuing Statements of Account and performing
other duties required by the Plan. The number of shares credited to your account
under the Plan will be shown on your Statement of Account. Normally,
certificates for shares purchased under the Plan will not be issued to
Participants. However, subject to the conditions in the answers to Questions 10
and 11 regarding withdrawal of shares, certificates for any number of whole
shares credited to your Account under the Plan will be issued to you upon your
written request to the Administrator. Any remaining whole and fractional shares
will continue to be credited to your Account. Certificates for fractional shares
will not be issued.
Certain administrative support will be provided to the Administrator by
ChaseMellon Shareholder Services, L.L.C.
The Administrator or another agent selected by the Company (an "Independent
Agent") that is an "agent independent of the issuer," as that term is defined in
the rules and regulations under the Exchange Act, will purchase shares of Common
Stock in the open market. The Independent Agent is responsible for purchasing
and selling shares of Common Stock in the open market for Participants' Accounts
in accordance with the provisions of the Plan.
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Participants may contact the Administrator by writing:
Mellon Bank, N.A.
c/o ChaseMellon Shareholder Services
P.O. Box 3337
South Hackensack, N.J. 07606
or by telephoning (888) 216-8114 (toll free) between 8 a.m. and 8 p.m., Monday
through Friday, Eastern Time.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not a record holder of Common Stock, is
eligible to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below in the answer to
Question 5 and (ii) in the case of citizens or residents of a country other than
the United States, its territories and possessions, participation would not
violate local laws applicable to the Company, the Plan and the Participant.
5. HOW DOES AN ELIGIBLE PERSON OR ENTITY PARTICIPATE?
IF YOU ARE ALREADY A PARTICIPANT IN THE PLAN, YOU ARE NOT REQUIRED TO
RE-ENROLL. HOWEVER, IF YOU WISH TO CHANGE YOUR PARTICIPATION IN ANY WAY (E.G.,
FROM PARTIAL TO FULL REINVESTMENT), YOU MUST SUBMIT WRITTEN INSTRUCTIONS OR A
NEW ENROLLMENT FORM TO THAT EFFECT TO THE ADMINISTRATOR.
After being furnished with a copy of this Prospectus, eligible applicants
may join the Plan at any time by completing and signing an Enrollment Form in
the manner set forth below. REQUESTS FOR COPIES OF ENROLLMENT FORMS, AS WELL AS
COPIES OF OTHER PLAN FORMS AND THIS PROSPECTUS, SHOULD BE MADE IN WRITING OR BY
TELEPHONE TO THE ADMINISTRATOR'S ADDRESS AND TELEPHONE NUMBERS LISTED IN THE
ANSWER TO QUESTION 3 ABOVE. RECORD OR REGISTERED HOLDERS OF ELIGIBLE SECURITIES
SHOULD BE SURE TO SIGN THEIR NAME(S) ON THE ENROLLMENT FORM EXACTLY AS THEY
APPEAR ON THEIR CERTIFICATES OR INSTRUMENTS.
In order to become a Participant in the Plan, an eligible applicant must
complete and sign an Enrollment Form and return it to the Administrator and (i)
elect to have cash dividends paid on Eligible Securities (see the answer to
Question 6 for a list of Eligible Securities) of which such applicant is the
record or registered holder invested in Common Stock (see the answer to Question
9), (ii) deposit certificates representing shares of Common Stock into the Plan
for safekeeping (see the answer to Question 15) or (iii) pay a $3.00 enrollment
fee (see the answer to Question 21) and make an initial cash investment (see the
answer to Question 7).
Beneficial owners of Eligible Securities registered in "street name" (e.g.,
in the name of a bank, broker or trustee) may participate in the Plan with
respect to such securities by either (i) transferring those Eligible Securities
which they wish to be subject to the Plan into their own name and depositing
shares of Common Stock into the Plan for safekeeping and/or electing to reinvest
cash dividend payments on such Eligible Securities in Common Stock (see the
answer to Question 17) or (ii) making arrangements with the record or registered
holder (e.g., their bank, broker or trustee, who will become the Participant) of
such securities to participate in the Plan on the beneficial owner's behalf.
A person will become a Participant after a properly completed Enrollment
Form has been received and accepted by the Administrator. If you are a holder of
Common Stock and your Enrollment Form is received by the Administrator on or
before the record date for payment of a cash dividend on Common Stock (dividend
record dates for Common Stock normally are expected to be the tenth day of
January, April, July and October), that cash dividend and all future cash
dividends payable on your Common Stock will be used by the Administrator to buy
shares of Common Stock for your account under the Plan to the extent requested
by you.
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See the answer to Question 9. If your Enrollment Form is not received on or
before the record date for a cash dividend on Common Stock, the dividend will be
paid to you in cash and the reinvestment of your dividends under the Plan will
begin with the next cash dividend payment on the Common Stock. Thus, for
example, an October 30 cash dividend will be used to purchase shares of Common
Stock under the Plan only if your Enrollment Form is received on or before
October 10.
If you are a holder of any class of the Company's preferred stock or OG&E
preferred stock and your Enrollment Form is received by the Administrator on or
before the record date for payment of a cash dividend on your preferred stock,
that cash dividend and all future cash dividends payable on your preferred stock
will be used by the Administrator to purchase shares of Common Stock for your
account under the Plan to the extent requested by you. See the answer to
Question 9. If your Enrollment Form is not received on or before the record date
for the applicable dividend payment date, the dividend will be paid to you in
cash and your participation in the Plan with respect to the reinvestment of
dividends on your preferred stock will begin on the next cash dividend payment
date on your preferred stock.
6. WHAT SECURITIES ARE ELIGIBLE FOR AUTOMATIC DIVIDEND REINVESTMENT UNDER THE
PLAN?
The Company's Common Stock, all classes of its preferred stock and all
classes of OG&E's preferred stock are "Eligible Securities" under the Plan.
In addition, the Company may from time to time designate, in its sole
discretion, other equity or debt securities of the Company or OG&E as Eligible
Securities by notifying the Administrator in writing of such designation.
7. HOW DO INTERESTED INVESTORS AND PARTICIPANTS MAKE INITIAL CASH INVESTMENTS
AND OPTIONAL CASH INVESTMENTS?
Initial Investments. Interested investors, whether or not record or
registered holders of Eligible Securities, may become Participants by making an
investment through the Plan as hereinafter described. ELIGIBLE APPLICANTS WHO
ARE NOT RECORD OR REGISTERED HOLDERS OF ELIGIBLE SECURITIES MUST INCLUDE A
MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $250 WITH THEIR COMPLETED ENROLLMENT
FORM. ELIGIBLE APPLICANTS WHO ARE RECORD OR REGISTERED HOLDERS OF ELIGIBLE
SECURITIES WHO DO NOT ELECT TO HAVE DIVIDENDS REINVESTED AND WHO DO NOT DEPOSIT
CERTIFICATES REPRESENTING COMMON STOCK IN THE PLAN FOR SAFEKEEPING MUST INCLUDE
A MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $25 WITH THEIR COMPLETED
ENROLLMENT FORM. A $3.00 ENROLLMENT FEE WILL BE DEDUCTED FROM THE INITIAL CASH
INVESTMENT (SEE THE ANSWER TO QUESTION 21). Such investments may be made by
personal check or money order payable to Mellon Bank, N.A. DO NOT SEND CASH.
Optional Cash Investments
General. Participants may make optional cash investments by personal check,
money order or electronic funds transfer from a predesignated bank account, as
described below. Optional cash investments must be at least $25 for any single
investment. There is no obligation to make any optional cash investment and the
amount and timing of such investments may vary from time to time.
Optional cash investments may not exceed $100,000 in the aggregate per
calendar year (the "Maximum Amount"), which amount may be invested all at one
time. In determining whether the Maximum Amount has been reached, initial
investments will be counted as optional cash investments.
Check or Money Order. Participants may make optional cash investments by
delivering to the Administrator (i) a completed optional cash investment stub
which will be attached to each Participant's Statement of Account or an
Enrollment Form and (ii) a personal check or money order payable to Mellon Bank,
N.A. DO NOT SEND CASH.
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In addition, Participants who are customers of OG&E may also make optional
cash payments by including with their electric bill an amount designated as a
contribution to the Plan. Such money so received by OG&E will be transferred to
the Administrator promptly.
Electronic Transfer from Bank Account. Participants may make automatic
investments of a specified amount (not less than $25 per month) by electronic
funds transfer from a pre-designated U.S. bank account.
To initiate automatic deductions, the Participant must complete and sign an
Automatic Deduction Form and return it to the Administrator together with a
voided blank check for the account from which funds are to be drawn. Automatic
Deduction Forms may be obtained from the Administrator. Forms will be processed
and will become effective as promptly as practicable.
Once automatic deduction is initiated, funds will be drawn monthly from the
Participant's designated bank account on the fifteenth day of each month (unless
such date falls on a bank holiday or weekend, in which case funds will be
deducted on the next business day), and will be invested in Common Stock as soon
as practicable, and generally within a week.
Participants may change or terminate automatic deduction by completing and
submitting to the Administrator a new Automatic Deduction Form. To be effective
with respect to a particular deduction date, however, the new Automatic
Deduction Form must be received by the Administrator at least five business days
preceding such deduction date.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING INVESTMENT.
8. WHEN WILL INITIAL AND OPTIONAL CASH INVESTMENTS BE APPLIED TO THE PURCHASE OF
COMMON STOCK?
Optional and initial cash investments will be invested in Common Stock at
least once each week, except where and to the extent any applicable federal
securities laws or other government or stock exchange regulations otherwise
require. NO INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
Upon a Participant's written request, a cash investment not already
invested in Common Stock will be returned to the Participant. However, no refund
of a check or money order will be made until the funds from such instruments
have been actually collected by the Administrator. Accordingly, such refunds may
be significantly delayed.
Optional and initial cash investments, pending investment pursuant to the
Plan, will be credited to a Participant's Account and held in a trust account
which will be separated from any other funds or monies of the Company. Cash
investments not invested in Common Stock within 30 days of receipt will be
promptly returned to the Participant. All cash investments are subject to
collection by the Administrator of full face value in U.S. funds. The method of
delivery of any cash investment is at the election and risk of the Participant
or interested investor and will be deemed received when actually received by the
Administrator. If the delivery is by mail, it is recommended that the
Participant or interested investor use properly insured, registered mail with
return receipt requested.
CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S
ACCOUNT THAT WERE PURCHASED THROUGH THE PLAN WITH OPTIONAL AND INITIAL CASH
INVESTMENTS WILL AUTOMATICALLY BE REINVESTED IN SHARES OF COMMON STOCK UNLESS
THE PARTICIPANT NOTIFIES THE ADMINISTRATOR OTHERWISE.
Funds payable to a Participant or an interested investor as a result of the
redemption or tender of any of the Eligible Securities of which such Participant
or interested investor is the record or registered holder may be invested in
Common Stock through the Plan at the request of such holder by delivering a
properly completed Enrollment Form covering such Eligible Securities to the
Administrator. Any amounts invested in Common Stock through the Plan as
described in the previous sentence will be treated as optional cash investments
in determining whether the Maximum Amount has been reached.
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9. HOW AND WHEN ARE CASH DIVIDENDS ON ELIGIBLE SECURITIES REINVESTED?
Participants may elect to invest in Common Stock by reinvesting all or a
portion of cash dividends paid on all or a portion of the Eligible Securities
registered in their names, Common Stock purchased through the Plan and credited
to their Accounts and Common Stock deposited into the Plan for safekeeping, by
designating such election on their Enrollment Form. IF A PARTICIPANT DOES NOT
MAKE AN ELECTION, CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A
PARTICIPANT'S ACCOUNT THAT WERE PURCHASED THROUGH THE PLAN OR DEPOSITED INTO THE
PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE REINVESTED IN SHARES OF COMMON STOCK.
Participants electing partial reinvestment of cash dividends on any Eligible
Securities must designate the specific security for which such partial
reinvestment is desired and the whole number of shares for which reinvestment is
desired. Once a Participant elects reinvestment, cash dividends on the
designated Eligible Securities will be reinvested in shares of Common Stock. THE
AMOUNT SO REINVESTED WILL BE REDUCED BY ANY AMOUNT WHICH IS REQUIRED TO BE
WITHHELD UNDER ANY APPLICABLE TAX OR OTHER STATUTES. If the Participant has
specified partial reinvestment, that portion of cash dividends not designated
for reinvestment will be sent to the Participant by check in the usual manner or
with regard to the partial reinvestment of cash dividends on Common Stock
credited to the Participant's Account, by electronic direct deposit, if the
Participant has elected the direct deposit option (see the answer to Question
12).
Dividends will be invested in Common Stock as soon as practicable following
such payment, however, purchases may be made over a number of days to meet the
requirements of the Plan. (See the answers to Questions 8 and 13.) Dividends not
invested in Common Stock within 30 days of receipt will be promptly returned to
the Participant. Cash dividend reinvestment amounts, pending investment pursuant
to the Plan, will be credited to a Participant's Account and held in a trust
account which will be separated from any other funds or monies of the Company.
NO INTEREST WILL BE PAID ON SUCH FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
10. HOW DOES A PARTICIPANT CHANGE PARTICIPATION IN, OR WITHDRAW SHARES FROM, THE
PLAN?
Participants may change their reinvestment options, including (i) changing
the reinvestment level (i.e., full, partial or none) of cash dividends on
Eligible Securities and (ii) changing the designation of Eligible Securities on
which cash dividends are subject to reinvestment, by delivering written
instructions or a new Enrollment Form to that effect to the Administrator.
Participants may withdraw some or all of the Common Stock credited to their
Accounts from the Plan at any time by delivering withdrawal instructions to the
Administrator. It is suggested that the stub portion of the Statement of Account
be used to notify the Administrator of such withdrawal instructions. In
addition, if the Participant will not be the record holder of the Common Stock
after withdrawal, a stock assignment (stock power) and other necessary
documentation must accompany the stub portion of the Statement of Account. Upon
the Administrator's receipt of the proper documentation, certificates
representing the designated Common Stock will be sent to the Participant, the
Participant's broker or any other person that the Participant has designated.
11. WHEN MAY A PARTICIPANT CHANGE PARTICIPATION IN, OR WITHDRAW SHARES FROM, THE
PLAN?
Any Participant may change participation in, or withdraw from, the Plan at
any time.
To be effective with respect to a particular cash dividend, any
instructions to change reinvestment options must be received by the
Administrator at least five business days prior to the payment date relating to
such cash dividend. If such instructions are not received by the Administrator
at least five business days prior to the payment date, the instructions will not
become effective until after such dividend is paid. The shares of Common Stock
purchased with such funds will be credited to the Participant's Account.
Except as described in the following sentence, if the properly completed
withdrawal instructions with regard to shares of Common Stock credited to a
Participant's Account are received on or after an ex-dividend
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date but before the related Dividend Payment Date, the withdrawal will be
processed as described above in the answer to Question 10 and a separate check
for the dividends will be mailed to the Participant following the Dividend
Payment Date. If the properly completed withdrawal instructions with regard to
shares of Common Stock credited to a Participant's Account on which cash
dividends are being reinvested are not received by the Administrator at least
five business days prior to a Dividend Payment Date, the dividends paid on the
Dividend Payment Date will be invested in Common Stock through the Plan, and (i)
if the Participant's withdrawal instructions cover less than all of the shares
of Common Stock credited to such Participant's Account, the newly purchased
shares will be credited to such Participant's Account or (ii) if the
Participant's withdrawal instructions cover all of the shares of Common Stock
credited to such Participant's Account, the withdrawal instructions will not be
processed until after the dividends have been invested in Common Stock through
the Plan, at which time certificates representing all of the shares credited to
such Participant's Account, including the newly purchased shares, will be sent
to the Participant or other designated recipient. (See the answer to Question 18
for the reinvestment level of dividends on shares of Common Stock credited to a
Participant's Account after a withdrawal.)
Certificates representing whole shares of Common Stock withdrawn from the
Plan will be sent to the Participant or designated recipient by First Class Mail
as soon as practicable following the Administrator's receipt of the required
documentation, subject to the provisions of the preceding paragraph.
Alternatively, a Participant may request in writing that the Administrator sell
all or a portion of the Participant's shares, both whole and fractional, that
are held in the Participant's Account under the Plan. Subject to the conditions
expressed herein regarding the processing of withdrawals, such sale shall be
effected by the Independent Agent in accordance with the answer to Question 16
and will be subject to a service fee of $10.00 and a trading fee of $0.12 per
share (see the answers to Questions 16 and 21). Withdrawal of shares of Common
Stock does not affect reinvestment of cash dividends on the shares withdrawn
unless (i) the Participant is no longer the record holder of such shares, (ii)
the reinvestment is specifically discontinued by the Participant (see the answer
to Question 10) or (iii) the Participant terminates participation in the Plan
(see the answer to Question 20).
12. CAN PARTICIPANTS HAVE A PORTION OF THEIR CASH DIVIDENDS DEPOSITED DIRECTLY
INTO THEIR BANK ACCOUNTS?
Participants who elect not to reinvest all or any portion of cash dividends
on shares of Common Stock credited to their Accounts may receive such cash
dividends by electronic deposit to the Participants' predesignated bank,
savings, or credit union accounts. To receive a direct deposit of funds,
Participants must complete and sign a Direct Deposit Authorization Form and
return it to the Administrator. Direct deposit will become effective as promptly
as practicable after receipt of a completed Direct Deposit Authorization Form.
Changes in designated direct deposit accounts may be made by delivering a
completed Direct Deposit Authorization Form to the Administrator.
Cash dividends on shares of Common Stock not designated for reinvestment
and not directly deposited will be paid by check on the applicable Dividend
Payment Date.
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased for Participants under the Plan will be
either newly issued shares or shares held in the treasury of the Company or, at
the Company's option, shares of Common Stock purchased in the open market by an
Independent Agent. The primary consideration in determining the source of funds
is expected to be the Company's need to increase equity capital. If the Company
does not need to raise funds externally or if financing needs are satisfied
using non-equity sources of funds to maintain the Company's targeted capital
structure, shares of Common Stock purchased for Participants under the Plan will
be purchased in the open market, subject to the limitation discussed below for
changing the source of shares of Common Stock. As of the date of this
Prospectus, shares of Common Stock purchased for Participants under the Plan are
being purchased in the open market by an Independent Agent. The Plan limits the
Company from changing its determination regarding the source of purchases of the
shares (i.e., from the Company or in
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<PAGE> 11
the open market) more than once in any 3-month period. Participants will be
notified of any change in the source of shares.
Purchases of shares of Common Stock from the Company, whether newly issued
or treasury shares, will be made at least once each week at the average of the
high and low sales prices of the Common Stock reported on the New York Stock
Exchange Composite Tape as published in The Wall Street Journal for the date
such shares are purchased. In the event no trading is reported for the trading
day, the purchase price may be determined by the Company on the basis of such
market quotations as it deems appropriate. No brokerage commissions or trading
fees will be charged on shares acquired directly from the Company.
Purchases in the open market generally will occur at least once each week,
except where and to the extent necessary under any applicable federal securities
laws or any other governmental or stock exchange regulations. Funds not invested
in Common Stock within 30 days of receipt will be promptly returned to
Participants. The price of any shares of Common Stock purchased in the open
market for initial and optional cash investments will be the weighted average
price per share of the aggregate number of shares purchased on such date. The
price of any shares of Common Stock purchased in the open market relating to the
reinvestment of dividends will be the weighted average price per share of the
aggregate number of shares purchased to satisfy the Plan requirements with
respect to such dividend. All brokerage costs and trading fees for shares
acquired in the open market will be paid by the Company.
With regard to open market purchases of shares of Common Stock by an
Independent Agent, none of the Company, the Administrator (if it is not also the
Independent Agent) nor any Participant will have any authority or power to
direct the time or price at which shares may be purchased, the markets on which
the shares are to be purchased (including on any securities exchange, in the
over-the-counter market or in negotiated transactions), or the selection of the
broker or dealer (other than any Independent Agent) through or from whom
purchases may be made. The Independent Agent may commingle each Participant's
funds with those of other Participants for the purpose of executing purchase
transactions. Dividend and voting rights will commence upon settlement, whether
shares are purchased from the Company or any other source.
14. HOW MANY SHARES WILL BE PURCHASED FOR THE PARTICIPANT?
The number of shares (including any fraction of a share rounded to four
decimal places) of Common Stock credited to the Account of a Participant for a
particular purchase will be determined by dividing the total amount of cash
dividends, optional cash investments and/or initial cash investments to be
invested for such Participant by the relevant purchase price per share as
determined in the answer to Question 13 above.
15. CAN A PARTICIPANT DEPOSIT SHARES WITH THE ADMINISTRATOR FOR SAFEKEEPING?
At the time of enrollment, or at any later time, Participants may take
advantage of the Plan's cost-free safekeeping services. Common Stock held in
certificate form by a Participant may be deposited into the Plan, to be held in
book-entry form by the Administrator, by delivering a completed Enrollment Form
and such certificates to the Administrator. Such certificates should not be
endorsed. The Company strongly recommends that certificates be sent by
registered or certified mail, with adequate insurance. However, the method used
to submit certificates to the Administrator is at the option and risk of the
Participant.
The shares of Common Stock so deposited will be credited to the
Participant's Account. Thereafter, such shares of Common Stock will be treated
in the same manner as shares of Common Stock purchased under the Plan and
credited to the Participant's Account. References herein to shares of Common
Stock credited to a Participant's Account will include shares of Common Stock
deposited into the Plan for safekeeping unless otherwise indicated. CASH
DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT
THAT WERE DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE
REINVESTED IN SHARES OF COMMON STOCK UNLESS THE PARTICIPANT NOTIFIES THE
ADMINISTRATOR OTHERWISE ON THE ENROLLMENT FORM.
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<PAGE> 12
16. CAN PARTICIPANTS SELL SHARES OF COMMON STOCK CREDITED TO THEIR ACCOUNTS?
Participants may request, at any time, that all or a portion of the shares
of Common Stock credited to their Accounts be sold by delivering sale
instructions to the Administrator. It is suggested that the stub portion of the
Statement of Account be used to notify the Administrator of such sale
instructions. The Administrator will forward the sale instructions to an
Independent Agent within five business days of receipt (except as described in
the following paragraph). After processing the request, an Independent Agent
will sell such shares as soon as practicable, generally at least once each week,
and will transmit to the Participant the proceeds of the sale, less a $10.00
service fee and the trading fee of $0.12 per share (see the answer to Question
21). Sale requests may be accumulated, but sales transactions generally are made
at least once a week on the open market at prevailing market prices. The
applicable sales price will be the average price of all shares sold by the
Independent Agent on that day. Proceeds of shares of Common Stock sold through
the Plan will be paid to the Participant by check.
Except as described in the following sentence, if instructions for the sale
of shares of Common Stock are received by the Administrator on or after an
ex-dividend date but before the related Dividend Payment Date, the sale will be
processed as described above and a separate check for the dividends will be
mailed to the Participant following the Dividend Payment Date. If instructions
for the sale of shares of Common Stock on which cash dividends are being
reinvested are not received by the Administrator at least five business days
prior to a Dividend Payment Date, the dividends paid on that Dividend Payment
Date will be invested in Common Stock through the Plan, and (i) if the
Participant's sale instructions cover less than all of the shares of Common
Stock credited to such Participant's Account, the newly purchased shares will be
credited to such Participant's Account or (ii) if the Participant's sale
instructions cover all of the shares of Common Stock credited to such
Participant's Account, the sale instructions will not be processed until after
the dividends have been invested in Common Stock through the Plan at which time
all of the shares credited to such Participant's Account, including the newly
purchased shares, will be sold and the proceeds transmitted to the Participant.
17. HOW DOES A PARTICIPANT TRANSFER ELIGIBLE SECURITIES?
From a Broker -- Owners of Eligible Securities held beneficially in "street
name" may participate in the Plan with respect to such securities by either (i)
transferring those Eligible Securities which they wish to be subject to the Plan
into their own name and depositing shares of Common Stock into the Plan for
safekeeping and/or electing to reinvest cash dividends on such Eligible
Securities in Common Stock or (ii) making arrangements with the record or
registered holder (e.g., their bank, broker or trustee, who will become the
Participant) of such securities to participate in the Plan on the beneficial
owner's behalf. In order to transfer such securities under clause (i), a
Participant must instruct the "street name" holder to transfer the Eligible
Securities to the Participant or in the case of Common Stock to be deposited
into the Plan for safekeeping, to the Administrator for credit to the
Participant's Account. If the person is already a Participant, the Eligible
Securities must be transferred to the Participant in the same name in which the
Participant's Account is registered. If the person does not have an Account,
participation in the Plan will commence when the Eligible Securities are
registered in such person's name and a properly completed Enrollment Form is
received by the Administrator.
To a Broker -- Participants wishing to transfer all or any part of the
shares of Common Stock credited to their Accounts to a brokerage account may do
so by delivering to the Administrator transfer instructions and a stock
assignment (stock power) and other necessary documents, acceptable to the
Administrator. The transfer instructions must specify the whole number of shares
of Common Stock, if less than all of such shares credited to the Participant's
Account and the name and address of the brokerage firm to which the shares are
to be transferred, including the name of the specific broker handling the
account and the broker's telephone number. It is suggested that the stub portion
of the Statement of Account be used to provide such transfer instructions. The
transfer will be handled as a withdrawal as described in the answers to
Questions 10 and 11.
Gift or Transfer of Shares of Common Stock Within the Plan -- If a
Participant wishes to transfer, whether by gift, private sale or otherwise,
ownership of all or a part of the shares of Common Stock credited to such
Participant's Account to the Account of another Participant or to establish by
such transfer an Account
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<PAGE> 13
for a person or entity not already a Participant, the Participant may do so by
delivering to the Administrator transfer instructions and a stock assignment
(stock power) and other necessary documents. The transfer will be handled as a
withdrawal as described in the answers to Questions 10 and 11. It is suggested
that the stub portion of the Statement of Account be used to provide such
transfer instructions. The transfer will be effected as soon as practicable
following the Administrator's receipt of the required documentation, subject to
the provisions of the second paragraph under the answer to Question 11. No
fraction of a share of Common Stock credited to a Participant's Account may be
transferred unless the Participant's entire Account is transferred. Requests for
interaccount transfers are subject to the same requirements as for the transfer
of securities generally, including the requirement of a guarantee of signature
on the stock assignment. Stock power forms are available at local banks,
brokerage firms and from the Administrator. (See the answer to Question 18 for
the reinvestment level of dividends on shares of Common Stock credited to a
Participant's Account after a transfer.)
Shares of Common Stock so transferred will be credited to the transferee's
Account. Unless a transferee who is already a Participant otherwise directs the
Administrator in writing by completion of an Enrollment Form, the reinvestment
of cash dividends on the transferred shares will be made in proportion to the
reinvestment level (i.e., full, partial or none) of the other shares of Common
Stock credited to the transferee's Account. If the transferee is not already a
Participant, an Account will be opened in the transferee's name and the
transferee may make elections with regard to reinvestment of cash dividends on
such transferred shares and other services provided by the Plan on the
Enrollment Form that is provided. If such transferee does not make a
reinvestment election, all dividends on such transferred shares will be
reinvested to purchase shares of Common Stock. Unless otherwise requested by the
transferor, transferees will be sent a Statement of Account showing the transfer
of such shares into their Accounts. The transferor may request that such
Statement of Account be returned to the transferor for personal delivery.
18. FOLLOWING THE WITHDRAWAL, SALE OR TRANSFER OF SHARES UNDER THE PLAN, HOW
WILL DIVIDENDS ON ANY REMAINING SHARES CREDITED TO AN ACCOUNT BE REINVESTED?
If a Participant is reinvesting cash dividends paid on only a portion of
the shares of Common Stock credited to the Participant's Account through the
Plan and the Participant elects to sell, withdraw or transfer a portion of such
shares, cash dividends on the remainder of the shares credited to the
Participant's Account, up to the number of shares designated for reinvestment
prior to such sale, withdrawal or transfer, will continue to be reinvested
through the Plan, except where the Participant gives specific instructions to
the contrary in connection with such sale, withdrawal or transfer. For example,
if a Participant who had elected to have cash dividends reinvested through the
Plan on 50 shares of a total of 100 shares of Common Stock credited to the
Participant's Account elected to sell, withdraw or transfer 25 shares, cash
dividends on 50 shares of the remaining 75 shares credited to the Account would
be reinvested through the Plan. If instead the Participant elected to sell,
withdraw or transfer 75 shares, cash dividends on the remaining 25 shares
credited to the Account would be reinvested through the Plan.
19. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant will receive a Statement of Account following each
transaction by such Participant under the Plan. Such Statement of Account will
show all transactions for the Participant's Account during the current calendar
year, the number of shares of Common Stock credited to the Account and other
information for the Account. PARTICIPANTS SHOULD RETAIN THESE STATEMENTS OF
ACCOUNT IN ORDER TO ESTABLISH THE COST BASIS, FOR TAX PURPOSES, FOR SHARES OF
COMMON STOCK ACQUIRED UNDER THE PLAN.
Participants will receive copies of all communications sent to holders of
Common Stock. This may include annual reports to shareowners, proxy material,
consent solicitation material and Internal Revenue Service information, if
appropriate, for reporting dividend income. All notices, Statements of Account
and other communications from the Administrator to Participants will be
addressed to the latest address of record; therefore, it is important that
Participants promptly notify the Administrator of any change of address.
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<PAGE> 14
20. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may at any time terminate participation in the Plan by
notifying the Administrator. Unless otherwise indicated, a request to terminate
participation will be treated as a withdrawal as described in the answers to
Questions 10 and 11. Upon the Administrator's receipt of such written
notification, the Participant will receive (i) a certificate for all of the
whole shares of Common Stock credited to the Participant's Account, (ii) any
dividends and cash investments credited to the Participant's Account and (iii) a
check representing the proceeds of the sale of any fraction of a share of Common
Stock credited to the Participant's Account.
Alternatively, a Participant may terminate participation and request that
all of the shares of Common Stock credited to the Participant's Account be sold
by the Administrator. It is suggested that this request be indicated on the stub
portion of the Statement of Account. A request to terminate participation and
sell the shares will be treated as a sale as described in the answer to Question
16, and, accordingly, a $10.00 service charge and a trading fee of $0.12 per
share will be deducted from the sale proceeds (see the answer to Question 21).
21. WHO PAYS THE COSTS FOR ADMINISTERING THE PLAN?
Participants pay the following service fees for participation in the Plan:
<TABLE>
<CAPTION>
SERVICE FEE AMOUNT
----------- ------
<S> <C>
Enrollment fee for participants not already
shareowners................................ $3.00
Sale of Shares (all or a portion)............ $10.00 per sale plus trading
fee
Trading fee.................................. $.12 per share
Duplicate statement/1099 for prior year...... $20.00
</TABLE>
The Administrator will deduct the applicable fees from proceeds due from a
sale, funds received for investment or the payment of dividends.
The Company will pay all other administrative costs and expenses associated
with the Plan and will pay all brokerage commissions and other trading fees for
shares purchased in the open market. There will be no brokerage commissions or
trading fees for shares of Common Stock purchased directly from the Company.
22. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT,
OR HAS A RIGHTS
OFFERING?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to a Participant's Account under the
Plan, or upon any split of such shares, will be credited to the Participant's
Account. Stock dividends or splits distributed on all other shares held by a
Participant and registered in the Participant's own name will be mailed directly
to the Participant. In a rights offering, a Participant's entitlement will be
based upon the Participant's total holdings, including those credited to the
Participant's Account under the Plan. Rights applicable to shares credited to a
Participant's Account under the Plan will be sold by the Independent Agent and
the proceeds will be credited to the Participant's Account under the Plan and
applied as an optional cash payment to the purchase of shares. Any Participant
who wishes to exercise, transfer or sell the rights applicable to the shares
credited to the Participant's Account under the Plan must request, prior to the
record date for the issuance of any such rights, that the whole shares credited
to the Participant's Account be transferred from the Participant's Account and
registered in the Participant's name.
23. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREOWNERS?
The shares credited to the Account of a Participant under the Plan will be
voted in accordance with instructions of the Participant given on a proxy which
will be furnished to the Participant or, if such Participant desires to vote in
person at the meeting, a proxy for shares credited to the Participant's Account
14
<PAGE> 15
under the Plan may be obtained upon written request received by the
Administrator at least 15 days before the meeting. If a properly signed proxy
card is returned without instructions, all of a Participant's shares credited to
the Participant's Account under the Plan will be voted in accordance with the
recommendations of the Company's Board of Directors in the same manner as for
non-participating shareowners who return signed proxies and do not provide
instructions. If the proxy card is not returned, or is returned unsigned, none
of the Participant's Plan shares will be voted.
24. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE ADMINISTRATOR UNDER THE
PLAN?
In taking action in connection with the Plan, neither the Company, the
Administrator, any Independent Agent nor any agent is liable for any act done in
good faith, or for any omission to act in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Account upon such Participant's death prior to the receipt of
notice in writing of such death. Participants should recognize that neither the
Company nor the Administrator can assure them of a profit or protect them
against a loss on shares purchased by them under the Plan.
25. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Company has the unqualified right to suspend, amend or terminate the
Plan at any time. This right enables the Company to make any change to the Plan
that it deems appropriate. Any suspension, amendment or termination of the Plan
will be announced by the Company to all Participants in the Plan.
26. WHO INTERPRETS AND REGULATES THE PLAN?
The officers of the Company are authorized to take such actions to carry
out the Plan as may be consistent with the Plan's terms and conditions. The
Company reserves the right to interpret and regulate the Plan as the Company
deems desirable or necessary in connection with the Plan's operations.
27. CAN THE COMPANY TERMINATE A PARTICIPANT'S PARTICIPATION IN THE PLAN?
The Company reserves the right to terminate any Participant's participation
in the Plan after written notice mailed in advance to such Participant at the
address appearing on the Administrator's records. A Participant whose
participation has been terminated will receive (i) a certificate for all of the
whole shares of Common Stock credited to such Participant's Account, (ii) any
dividends and cash investments credited to such Participant's Account and (iii)
a check representing the proceeds of the sale of any fraction of a share of
Common Stock credited to such Participant's Account.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain provisions of the Federal
income tax laws as in effect on the date of this Prospectus. These provisions of
the Federal income tax laws are subject to change. In those states which have
income tax laws, the tax consequences of participation may differ. Since
individual tax situations may vary, each Participant is urged to consult a tax
advisor. The following discussion applies to reinvested dividends and optional
cash payments that are applied on or after January 1, 1986, to purchase OG&E
Common Stock pursuant to the OG&E plan or Common Stock pursuant to this plan.
For transactions pursuant to the OG&E Plan prior to January 1, 1986 (including
the sale of any OG&E Common Stock acquired pursuant to the OG&E Plan prior to
January 1, 1986), participants are urged to consult the Prospectus for the OG&E
Plan, dated December 7, 1983. The following rules may not be applicable to
certain Participants, such as tax-exempt entities (e.g., pension funds and
IRA's) and foreign shareowners. These particular Participants are urged to
consult their own tax advisors concerning the tax consequences applicable to
their situation.
In general, Participants in the Plan have the same Federal income tax
obligations with respect to their dividends as do shareowners who are not
participating in the Plan. As a result, Participants will be treated for Federal
income tax purposes as having received, on the dividend date, a dividend equal
to the full amount of
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<PAGE> 16
the cash dividend payable on such date with respect to the Participant's shares,
even though the amount is not actually received by the Participant in cash, but,
instead, is applied pursuant to the Plan to the purchase of Common Stock. IN
ADDITION, PARTICIPANTS WILL BE TREATED AS HAVING RECEIVED ADDITIONAL INCOME
EQUAL TO THE PARTICIPANT'S SHARE OF BROKERAGE COMMISSIONS PAID BY THE COMPANY IN
CONNECTION WITH THE PURCHASE OF SHARES ON THE OPEN MARKET. There are no
brokerage commissions charged for shares purchased directly from the Company.
Shares acquired with reinvested dividends will have a tax basis equal to the
amount paid for the shares, increased by any brokerage commissions treated as
additional income to the Participant.
The purchase of Common Stock pursuant to the Plan with optional cash
payments will not result in taxable income to the Participant except to the
extent of any brokerage commissions paid by the Company. There are no brokerage
commissions charged for shares purchased directly from the Company. Shares
purchased with optional cash payments will have a tax basis equal to the amount
paid for the shares, increased by any brokerage commission treated as taxable
income to the Participant.
A Participant will not realize any taxable income when certificates for
whole shares credited to the Participant's account under the Plan are issued to
the Participant. However, Participants recognize gain or loss when shares
acquired under the Plan (including fractions of a share) are sold at the request
of Participants through the Administrator or are sold by Participants themselves
after withdrawal from or termination of the Plan. The amount of such gain or
loss will be the difference between (i) the amount which the Participant
receives for such shares or fraction of a share and (ii) the tax basis thereof.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide for the purchase of shares of Common Stock, either newly
issued shares or shares held in the treasury of the Company, directly from the
Company, or, at the Company's option, by an Independent Agent on the open
market. As of the date of this Prospectus, shares of Common Stock purchased for
Participants under the Plan are being purchased in the open market by an
Independent Agent. The Plan provides that the Company may not change its
determination regarding the source of purchases of shares under the Plan more
than once in any 3-month period. The primary consideration in determining the
source of shares of Common Stock to be used for purchases under the Plan is
expected to be the Company's need to increase equity capital. If the Company
does not need to raise funds externally or if financing needs are satisfied
using non-equity sources of funds to maintain the Company's targeted capital
structure, shares of Common Stock purchased for Participants under the Plan will
be purchased in the open market, subject to the aforementioned limitation on
changing the source of shares of Common Stock.
Except for the fees paid by Participants as set forth in the answer to
Question 21, the Company will pay all administrative costs and expenses
associated with the Plan.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company includes 125,000,000 shares of
Common Stock. Each share of Common Stock offered hereby includes an associated
preferred stock purchase right (a "Right"). The shares of OG&E Series A
Preferred Stock have been initially reserved for issuance upon exercise of the
Rights. The description of each of the Common Stock and the Rights are
incorporated by reference into this Prospectus. See "Incorporation of Certain
Documents by Reference" for information on how to obtain a copy of these
descriptions. At November 30, 1997, there were 40,371,469 shares of Common Stock
issued and outstanding.
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<PAGE> 17
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Rainey, Ross, Rice & Binns.
17
<PAGE> 18
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR OF THE PLAN SINCE
THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE.
OGE ENERGY CORP.
2,592,839 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
--------------------
PROSPECTUS
--------------------
AUTOMATIC DIVIDEND
REINVESTMENT AND STOCK
PURCHASE PLAN
DECEMBER 17, 1997
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