<PAGE>
- --------------------------------------------------------------------------------
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 21, 1998
Commission file number 1-12579
OGE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1481638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 North Harvey
P. O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices)
(Zip Code)
405-553-3000
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events
STOCK SPLIT
-----------
The Company announced today that its Board of Directors has approved a
two-for-one stock split of its common stock, par value $.01 per share (the
"Common Stock"), by declaring a 100 percent stock dividend payable June 15,
1998. Accordingly, each shareowner of record of the Common Stock will be
entitled to one additional share of Common Stock for each share of Common Stock
held on June 1, 1998.
Item 7. (c) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
99.01 Press release dated May 21, 1998 announcing
two-for-one stock split effective June 15, 1998,
to shareowners of record on June 1, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OGE ENERGY CORP.
(Registrant)
By /s/ James R. Hatfield
----------------------------------------------
James R Hatfield
Vice President and Treasurer
(On behalf of the registrant and in his capacity
as Vice President and Treasurer)
May 21, 1998
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT INDEX DESCRIPTION
- ------------- -----------
<S> <C>
99.01 OGE ENERGY CORP. ANNOUNCES 2-FOR-1 STOCK SPLIT
</TABLE>
EHHIBIT 99.01
OGE ENERGY CORP. ANNOUNCES 2-FOR-1 STOCK SPLIT
AT ITS ANNUAL SHAREOWNER MEETING, THE COMPANY ANNOUNCES STOCK SPLIT AND DECLARES
- --------------------------------------------------------------------------------
POST-SPLIT DIVIDEND; SHAREOWNERS RE-ELECT THREE TO BOARD OF DIRECTORS.
- ----------------------------------------------------------------------
OKLAHOMA CITY - At today's annual meeting of shareowners, OGE Energy Corp.
(NYSE: OGE) announced that its Board of Directors has approved a 2-for-1 stock
split of the company's common stock, par value $0.01per share, effective June
15, 1998.
Each shareowner of record of OGE Energy Corp. common stock will be entitled
to one additional share of common stock for each share of common stock held on
June 1, 1998.
The board also declared a post-split quarterly dividend of $0.3325 per
share of common stock payable on July 30, 1998, to shareowners of record on July
10, 1998.
"The board of directors approved the split to bring our stock price in line
with other energy services companies," said Steven E. Moore, OGE Energy
chairman, president and chief executive officer. "We believe this action will
increase the market for our shares."
OGE Energy's stock closed Wednesday at 52-15/16.
Certificates for the new shares issued as a result of the stock split will
be mailed on or about June 15, 1998. Current shareowners will receive official
notification and instructions by mail. Participants in OGE Energy Corp.'s
Automatic Dividend Reinvestment and Stock Purchase Plan will have the
appropriate number of shares resulting from the stock split credited to their
accounts.
In other action, three members of the OGE Energy Corp. board of directors
were re-elected to three-year terms. They include: Luke R. Corbett, chairman and
chief executive officer
<PAGE>
of Kerr-McGee Corp.; Robert Kelley, chairman, president and chief executive
officer of Noble Affiliates Inc.; and Bill Swisher, chairman and chief executive
officer of CMI Corp.
Additional board members include: Herbert H. Champlin, president of
Champlin Exploration Inc.; William E. Durrett, senior chairman American Fidelity
Corp.; Martha W. Griffin, owner of Martha Griffin White Enterprises; H. L.
Hembree, managing partner of Sugar Hill Partners; Steven E. Moore, chairman,
president and chief executive officer of OGE Energy Corp.; and Ronald H. White
M.D., president and chief executive officer of Cardiology Inc.
In his address to shareowners, Moore said the company's focus remains clear
despite the change and uncertainty within the electric utility industry.
"We believe OGE Energy is a company with its feet firmly planted in today's
regulated world, but has its eyes clearly focused on the challenges of the
deregulated world of tomorrow," he said. "As change and uncertainty have ruled
the day, we have maintained our commitment to focusing on the core business and
carefully evaluating growth opportunities."
OGE Energy Corp. is the parent company of OG&E Electric Services,
Oklahoma's largest electric utility; Enogex Inc., an unregulated gas production,
gathering, transportation, and processing company; and Origen Inc.
