<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, 1997
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.
321 North Harvey
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 29th day of June 1998.
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 benefits
of the OGE Energy Corp. Employees' Retirement Savings Plan as of December 31,
1997 and 1996, and the related statement of changes in net assets available for
benefits for the year ended December 31, 1997. 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 audits 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 benefits of the OGE Energy
Corp. Employees' Retirement Savings Plan as of December 31, 1997 and 1996, and
the changes in its net assets available for benefits for the year ended December
31, 1997, 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, 1997, and the schedule of reportable
transactions for the year ended December 31, 1997, 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 statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the changes in net assets available
for 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.
As explained in the notes thereto, information provided by the trustee and
presented in the schedule of assets held for investment purposes and the
schedule of reportable transactions does not disclose historical cost of certain
investments. Disclosure of this information is required by the Department of
Labor's Rules and Regulations for reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
May 29, 1998
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
1997 1996
------------- -------------
<S> <C> <C>
Investments, at market value:
Common stock:
OGE Energy Corp. $ 130,651,227 $ 102,526,811
Mutual Funds:
Fidelity U.S. Government 1,404,837 1,000,759
Fidelity Asset Manager 10,627,807 8,943,418
Fidelity Asset Manager: Growth 21,407,624 16,187,197
Fidelity Asset Manager: Income 3,144,890 2,874,009
Fidelity Managed Income Portfolio 19,493,122 21,452,342
Fidelity Contrafund 13,766,082 7,879,884
Fidelity Growth and Income Portfolio 12,423,274 6,531,285
Fidelity Blue Chip Growth 12,998,517 7,421,049
PIMCO Total Return Administrative 208,666 ---
PBHG Growth 641,884 ---
Templeton Foreign I 426,563 ---
Invesco Total Return 284,996 ---
Participant loans 9,797,722 9,721,477
-------------- --------------
Total investments 237,277,211 184,538,231
Dividends and interest receivable 1,592,773 1,636,520
-------------- --------------
Net assets available for benefits $ 238,869,984 $ 186,174,751
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
Page 1 of 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
OGE Fidelity Fidelity Fidelity
Energy Corp. Fidelity Asset Asset Managed
Common Asset Manager: Manager: Income Fidelity
Stock Fund Manager Growth Income Portfolio Contrafund
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at beginning of year $105,164,090 $ 8,943,418 $ 16,187,197 $ 2,874,009 $ 21,452,342 $ 7,879,884
------------- ------------- ------------- ------------- ------------- -------------
Investment income:
Dividends 6,424,320 914,659 2,216,421 203,921 1,190,823 1,283,043
Interest on loans 422,497 51,838 139,251 10,127 60,099 71,992
Appreciation in market value of
investments:
Common stocks 29,834,231 --- --- --- --- ---
Mutual funds --- 838,565 1,736,911 98,625 --- 480,965
Contributions:
Participants 2,304,239 585,220 1,468,596 130,342 671,996 913,769
Company 3,381,896 --- --- --- --- ---
Realized gain (loss) on sale or
distribution of investments 1,508,751 167,006 405,833 35,652 --- 356,128
------------- ------------- ------------- ------------- ------------- -------------
Total additions 43,875,934 2,557,288 5,967,012 478,667 1,922,918 3,105,897
------------- ------------- ------------- ------------- ------------- -------------
Administrative expenses (20,996) (8,438) (11,064) (2,790) (16,854) (1,591)
Distributions to participants (5,332,284) (569,996) (493,764) (382,617) (3,488,878) (220,657)
------------- ------------- ------------- ------------- ------------- -------------
Total reductions (5,353,280) (578,434) (504,828) (385,407) (3,505,732) (222,248)
------------- ------------- ------------- ------------- ------------- -------------
Net additions (reductions) 38,522,654 1,978,854 5,462,184 93,260 (1,582,777) 2,883,649
------------- ------------- ------------- ------------- ------------- -------------
Transfer between funds, net (10,037,907) (294,465) (241,757) 177,621 (376,406) 3,002,549
------------- ------------- ------------- ------------- ------------- -------------
Net assets available for benefits
at end of year $133,648,837 $ 10,627,807 $ 21,407,624 $ 3,144,890 $ 19,493,122 $ 13,766,082
============= ============= ============= ============= ============= =============
<CAPTION>
Fidelity
Growth Fidelity
And Income Blue Chip
Portfolio Growth
------------- -------------
<S> <C> <C>
Net assets available for benefits
at beginning of year $ 6,531,285 $ 7,421,049
------------- -------------
Investment income:
Dividends 501,569 582,000
Interest on loans 43,785 57,648
Appreciation in market value of
investments:
Common stocks --- ---
Mutual funds 1,472,098 937,716
Contributions:
Participants 660,543 792,247
Company --- ---
Realized gain (loss) on sale or
distribution of investments 394,218 730,196
------------- -------------
Total additions 3,072,213 3,099,807
------------- -------------
Administrative expenses (4,231) (3,352)
Distributions to participants (311,554) (239,684)
------------- -------------
Total reductions (315,785) (243,036)
------------- -------------
Net additions (reductions) 2,756,428 2,856,771
------------- -------------
Transfer between funds, net 3,135,561 2,720,697
------------- -------------
Net assets available for benefits
at end of year $ 12,423,274 $ 12,998,517
============= =============
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' RETIREMENT SAVINGS PLAN
---------------------------------------------------
Page 2 of 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
PIMCO Invesco
Total Return PBHG Templeton Total Loan
Administrative Growth Foreign I Return Fund Total
-------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits
at beginning of year $ --- $ --- $ --- $ --- $ 9,721,477 $186,174,751
-------------- ------------- ------------- ------------- ------------- -------------
Investment income:
Dividends 6,827 --- 28,936 6,379 --- 13,358,898
Interest on loans 75 838 865 343 --- 859,358
Appreciation in market value of
investments:
Common stocks --- --- --- --- --- 29,834,231
Mutual funds (3,321) (42,019) (51,896) 334 --- 5,467,978
Contributions:
Participants 1,936 8,810 7,874 3,200 --- 7,548,772
Company --- --- --- --- --- 3,381,896
Realized gain (loss) on sale or
distribution of investments 56 (4,017) (2,305) 19 --- 3,591,537
-------------- ------------- ------------- ------------- ------------- -------------
Total additions 5,573 (36,388) (16,526) 10,275 --- 64,042,670
-------------- ------------- ------------- ------------- ------------- -------------
Administrative expenses --- --- --- --- --- (69,316)
Distributions to participants --- --- --- (2,704) (235,983) (11,278,121)
-------------- ------------- ------------- ------------- ------------- -------------
Total reductions --- --- --- (2,704) (235,983) (11,347,437)
-------------- ------------- ------------- ------------- ------------- -------------
Net additions (reductions) 5,573 (36,388) (16,526) 7,571 (235,983) 52,695,233
-------------- ------------- ------------- ------------- ------------- -------------
Transfer between funds, net 203,093 678,272 443,089 277,425 312,228 ---
-------------- ------------- ------------- ------------- ------------- -------------
Net assets available for benefits
at end of year $ 208,666 $ 641,884 $ 426,563 $ 284,996 $ 9,797,722 $238,869,984
============== ============= ============= ============= ============= =============
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE>
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------
The OGE Energy Corp. Employees' Retirement Savings Plan (the "Plan"), originally
the Oklahoma Gas and Electric Company Employees' Thrift Plan, was adopted in
1981 and became effective January 1, 1982. The Plan is a defined contribution
trusteed plan. Fidelity Management Trust Company ("Fidelity") serves as the
Trustee of the Plan and is responsible for the safekeeping and investment of all
contributions made to the Trust. The Plan adopted an amendment on October 1,
1997, effective the same day, that made minor modifications to the Plan's
investment options. On September 17, 1997, the Plan adopted an amendment that
will make minor modifications to the Plan's eligibility effective January 1,
1998.
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 OGE Energy
Corp. and the stock of Enogex, Inc. was distributed to OGE Energy Corp. The Plan
was then assumed by OGE Energy Corp. and amended to reflect this reorganization.
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 twelve investment funds, each with a
specific investment portfolio goal:
OGE Energy Corp. Common Stock Fund - consists primarily of shares of the
Company's common stock contributed by the Company or purchased by the
Trustee and shares of the Fidelity U.S. Government fund, which is used
to hold the cash used to fund purchases and distributions. All shares
of the Fidelity U.S. Government fund held by the plan and the
dividends and interest receivable are included in the OGE Energy Corp.
Common Stock Fund.
Fidelity Asset Manager - consists of approximately 40% stocks, 40% bonds
and 20% short-term instruments.
<PAGE>
-2-
Fidelity Asset Manager: Growth - consists of approximately 65% stocks, 30%
bonds and 5% short-term instruments.
Fidelity Asset Manager: Income - consists 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 Contrafund - consists of common stocks from companies that the
Fund's manager believes are undervalued or show potential for growth.
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.
PIMCO Total Return Administrative - consists mainly of bonds, including
U.S. Government, corporate, mortgage and foreign.
PBHG Growth - consists of common stocks of small and medium sized U.S.
companies.
Templeton Foreign I - consists mainly of stocks and debt securities of
companies and governments of developed or developing countries outside
the United States.
Invesco Total Return - consists 30% of stocks, 30% of fixed and variable
income securities, and the remaining 40% is allocated between stocks
and bonds based on business, economic and market conditions.
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 or at
contract value for investments contracts (See Note 4). 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 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
non-forfeitable. Participants gradually vest in their allocated share of Company
contributions over a seven-year period. After three years of service with the
Company, participants become 30% vested in their Company contribution account,
vest an additional 10% upon the completion of the following year, and 20% for
each subsequent
<PAGE>
-3-
year of participation in the Plan. In addition, participants fully vest when
they are eligible for retirement under the Company Employees' Retirement Plan or
in the event of death, permanent disability or attainments 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. At December 31, 1997 and 1996, the Plan had approximately $600
and $50, respectively, of assets that were forfeited and non-vested. During 1997
and 1996, forfeitures used to reduce employer contributions totaled
approximately $19,000 and $16,000, respectively. Forfeitures will be reinstated
if the participant is re-employed 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
the Company (the "Financial Programs Committee"). Certain expenses of
administering the Plan are expected to be paid by the participants.
Participants' accounts are charged five dollars annually for administrative
expenses. In addition, participants exercising the loan option are charged five
dollars for loan setup and fifteen dollars annually for maintenance. All other
administrative expenses are paid by the Company.
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.
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.
<PAGE>
-4-
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 1997.
If a participant should terminate from the Plan, any outstanding loan balance is
converted to a distribution.
Loan activity for 1997 was as follows:
Balance at beginning of year $ 9,721,477
New loans 4,520,500
Repayment of Principal (4,444,255)
------------
Balance at end of year $ 9,797,722
============
Interest applicable to these loans during 1997 was $859,358.
3. AMOUNTS DUE TO TERMINATED EMPLOYEES:
------------------------------------
As of December 31, 1997 and 1996, there were no participants that had terminated
and requested a distribution and had not received payment of the distribution.
4. INVESTMENTS:
------------
Investments of Company common stock, in the OGE Energy Corp. Common Stock Fund
at December 31, 1997 and 1996, of $130,651,227 and $102,526,811, respectively,
are carried at market value ($54.6875 per share and $41.7500 per share at
December 31, 1997 and 1996, respectively) and are comprised of 2,389,051 and
2,455,732 shares, respectively. At December 31, 1997, the non-participant
directed amount included in the OGE Energy Corp. Common Stock Fund totalled
$60,908,240. The market value per common share was $53.6250 at May 29, 1998, the
date of the accompanying report of independent public accountants.
The Fidelity Managed Income Portfolio investment option is a common collective
trust that invests in various investment contracts. This investment option is
fully benefit-responsive and is, therefore, recorded at contract value in the
accompanying statements of net assets available for benefits. Contract value
represents the principal balance of the fund, plus accrued interest at the
stated contract rate, less payments received and contract charges by the fund
manager. The crediting interest rate is based on the average rates of the
underlying investment contracts. The average yield of this fund for the years
ended December 31, 1997 and 1996 was 6.17% and 6.09%, respectively. The
crediting interest rate at September 30, 1997 and 1996, the Portfolio's fiscal
year-end, was 5.80% and 5.78%, respectively. The fair value of the fund
approximates contract value at December 31, 1997.
5. HISTORICAL COST INFORMATION:
----------------------------
Disclosure of historical cost information with regard to certain plan
investments is required to be presented in the schedules of assets held for
investment purposes and reportable transactions (Schedules I and II) in
accordance with the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. Due to the
record-keeping system maintained by the trustee, certain of this information
cannot be provided.
<PAGE>
<TABLE>
<CAPTION>
Schedule I
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
(a)* (b) Issuer (c) Description of Investment (d) Cost (e) Market Value
- ---- ------------------------- ---------------------------------------- ----------- ------------------
<S> <C> <C> <C> <C>
* OGE Energy Corp. Common stock, $0.01 par value (f) $ 130,651,227
* Fidelity Mgmt. Trust Co. U.S. Government fund, variable interest (f) 1,404,837
rate
* Fidelity Mgmt. Trust Co. Asset Manager, mutual fund (f) 10,627,807
* Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fund (f) 21,407,624
* Fidelity Mgmt. Trust Co. Asset Manager: Income, mutual fund (f) 3,144,890
* Fidelity Mgmt. Trust Co. Managed Income Portoflio, mutual fund (f) 19,493,122
* Fidelity Mgmt. Trust Co. Contrafund, mutual fund (f) 13,766,082
* Fidelity Mgmt. Trust Co. Growth and Income, mutual fund (f) 12,423,274
* Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund (f) 12,998,517
PIMCO Total Return Administrative, mutual fund (f) 208,666
PBHG Growth, mutual fund (f) 641,884
Templeton Foreign I, mutual fund (f) 426,563
Invesco Total Return, mutual fund (f) 284,996
Participant Loans, interest rates from
7% to 10% $9,797,722 9,797,722
----------- ------------------
Total investments $ 237,277,211
==================
* Party in interest
(f) Historical cost information could not be obtained from the Plan's Trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule II
OGE ENERGY CORP.
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
Expenses
Incurred in
Identity of Party Description of Purchase Selling Lease Connection with
(a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction
- ------------------------------ -------------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Purchases:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock $ 18,796,995 $ --- $ --- $ ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd 6,646,639 --- --- ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd 17,847,338 --- --- ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund 8,934,015 --- --- ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund 7,447,062 --- --- ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund 9,619,333 --- --- ---
Sales and Redemptions:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock --- 21,611,483 --- ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd --- 3,568,956 --- ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd --- 19,806,513 --- ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund --- 3,884,908 --- ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund --- 3,421,389 --- ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund --- 5,709,776 --- ---
<CAPTION>
Current Value
Of Asset on
Identity of Party Description of Cost of Transaction Net Gain
(a) Involved (b) Asset (g) Asset (h) Date (i) or (Loss)
- ------------------------------ -------------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Purchases:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock $ 18,796,995 $ 18,796,995 $ ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd 6,646,639 6,646,639 ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd 17,847,338 17,847,338 ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund 8,934,015 8,934,015 ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund 7,447,062 7,447,062 ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund 9,619,333 9,619,333 ---
Sales and Redemptions:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock (j) 21,611,483 (j)
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd (j) 3,568,956 (j)
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd (j) 19,806,513 (j)
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund (j) 3,884,908 (j)
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund (j) 3,421,389 (j)
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund (j) 5,709,776 (j)
(j) Historical cost information, and therefore gain or loss information, could not be obtained from the Plan's Trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------------------------------------
<S> <C>
1.01 Consent of Independent Public Accountants
</TABLE>
<PAGE>
Exhibit 1.01
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated May 29, 1998 included in the OGE Energy Corp. Employees'
Retirement Savings Plan Form 11-K for the year ended December 31, 1997, into the
previously filed Post-Effective Amendment No. 2-A to Registration Statement No.
33-61699 and Post-Effective Amendment No. 2-B to Registration Statement No.
33-61699.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
June 29, 1998
