<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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-12579
OGE ENERGY CORP.
EMPLOYEES' STOCK OWNERSHIP AND 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' Stock
Ownership and 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 1999.
OGE ENERGY CORP.
EMPLOYEES' STOCK OWNERSHIP AND 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' Stock Ownership and Retirement Savings Plan
as of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. These
financial statements and the schedules referred to below are the responsibility
of the Financial Programs Committee. Our responsibility is to express an opinion
on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
As discussed in Note 1, Oklahoma Gas and Electric Company Employees' Stock
Ownership Plan was merged into OGE Energy Corp. Retirement Savings Plan. The
surviving plan is named OGE Energy Corp. Employees' Stock Ownership and
Retirement Savings Plan.
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, 1998, the schedule of reportable
transactions for the year ended December 31, 1998, and the schedule of loans in
default as of December 31, 1998, 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 certified by the trustee and
presented in the schedule of assets held for investment purposes and the
schedule of reportable transactions does not disclose the 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 28, 1999
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
-----------------------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
1998 1997
------------- -------------
<S> <C> <C>
Investments, at market value:
Common stock:
OGE Energy Corp. $ 166,995,026 $ 130,651,227
Mutual Funds:
Fidelity U.S. Government --- 1,404,837
Fidelity Asset Manager 11,401,764 10,627,807
Fidelity Asset Manager: Growth 23,581,807 21,407,624
Fidelity Asset Manager: Income 3,136,659 3,144,890
Fidelity Managed Income Portfolio 18,651,096 19,493,122
Fidelity Contrafund 17,583,373 13,766,082
Fidelity Growth and Income Portfolio 18,857,882 12,423,274
Fidelity Blue Chip Growth 18,401,268 12,998,517
PIMCO Total Return Administrative 614,083 208,666
PBHG Growth 1,002,711 641,884
Templeton Foreign I 594,658 426,563
Invesco Total Return 475,328 284,996
Participant loans 10,076,506 9,797,722
-------------- --------------
Total investments 291,372,161 237,277,211
Dividends and interest receivable 1,900,410 1,592,773
-------------- --------------
Net assets available for benefits $ 293,272,571 $ 238,869,984
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN Page 1 of 2
-----------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
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 $133,648,837 $ 10,627,807 $ 21,407,624 $ 3,144,890 $ 19,493,122 $ 13,766,082
------------- ------------- ------------- ------------- ------------- -------------
Investment income:
Dividends 6,832,309 2,057,326 3,232,545 267,592 1,111,868 1,293,612
Interest on loans 448,933 45,743 132,455 8,344 53,153 78,743
Unrealized appreciation (depreciation)
in market value of investments:
Common stocks 8,652,892 --- --- --- --- ---
Mutual funds --- (516,902) 107,491 21,959 --- 2,258,086
Contributions:
Participants 2,504,425 690,344 1,451,352 132,398 698,874 1,182,525
Company 3,946,450 --- --- --- --- ---
Other 5,001 --- --- --- --- ---
Rollovers 131,295 3,898 3,029 868 240,002 6,059
Transfers from Oklahoma Gas and
Electric Company Employees' Stock
Ownership Plan 14,064,059 --- --- --- --- ---
Realized gain (loss) on sale or
distribution of investments 30,936 102,426 378,347 18,468 --- 628,398
------------- ------------- ------------- ------------- ------------- -------------
Total additions 36,616,300 2,382,835 5,305,219 449,629 2,103,897 5,447,423
------------- ------------- ------------- ------------- ------------- -------------
Administrative expenses (18,701) (7,875) (11,083) (2,536) (14,315) (1,335)
Distributions to participants (5,300,458) (383,200) (494,239) (91,185) (1,586,724) (410,268)
------------- ------------- ------------- ------------- ------------- -------------
Total reductions (5,319,159) (391,075) (505,322) (93,721) (1,601,039) (411,603)
------------- ------------- ------------- ------------- ------------- -------------
Net additions (reductions) 31,297,141 1,991,760 4,799,897 355,908 502,858 5,035,820
------------- ------------- ------------- ------------- ------------- -------------
Transfer between funds, net 3,949,458 (1,217,803) (2,625,714) (364,139) (1,344,884) (1,218,529)
------------- ------------- ------------- ------------- ------------- -------------
Net assets available for benefits
at end of year $168,895,436 $ 11,401,764 $ 23,581,807 $ 3,136,659 $ 18,651,096 $ 17,583,373
============= ============= ============= ============= ============= =============
Fidelity
Growth Fidelity
And Income Blue Chip
Portfolio Growth
------------- -------------
Net assets available for benefits
at beginning of year $ 12,423,274 $ 12,998,517
------------- -------------
Investment income:
Dividends 975,863 762,349
Interest on loans 69,586 74,302
Unrealized appreciation (depreciation)
in market value of investments:
Common stocks --- ---
Mutual funds 2,529,284 2,898,968
Contributions:
Participants 1,096,003 1,264,177
Company --- ---
Other --- ---
Rollovers 30,102 46,119
Transfers from Oklahoma Gas and
Electric Company Employees' Stock
Ownership Plan --- ---
Realized gain (loss) on sale or
distribution of investments 355,828 940,684
------------- -------------
Total additions 5,056,666 5,986,599
------------- -------------
Administrative expenses (6,339) (3,487)
Distributions to participants (312,134) (336,951)
------------- -------------
Total reductions (318,473) (340,438)
------------- -------------
Net additions (reductions) 4,738,193 5,646,161
------------- -------------
Transfer between funds, net 1,696,415 (243,410)
------------- -------------
Net assets available for benefits
at end of year $ 18,857,882 $ 18,401,268
============= =============
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
-----------------------------------------------------------------------
Page 2 of 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
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 $ 208,666 $ 641,884 $ 426,563 $ 284,996 $ 9,797,722 $238,869,984
-------------- ------------- ------------- ------------- ------------- -------------
Investment income:
Dividends 48,560 117 54,115 22,961 --- 16,659,217
Interest on loans 698 4,669 4,116 2,148 --- 922,890
Unrealized appreciation (depreciation)
in market value of investments:
Common stocks --- --- --- --- --- 8,652,892
Mutual funds (14,739) 46,870 (91,476) 16,243 --- 7,255,784
Contributions:
Participants 17,440 100,150 68,023 29,673 --- 9,235,384
Company --- --- --- --- --- 3,946,450
Other --- --- --- --- --- 5,001
Rollovers 10,792 18,177 6,627 --- 25,706 522,674
Transfer from Oklahoma Gas and
Electric Company Employees' Stock
Ownership Plan --- --- --- --- --- 14,064,059
Realized gain (loss) on sale or
distribution of investments 3,464 (23,478) (11,285) 7,476 --- 2,431,264
-------------- ------------- ------------- ------------- ------------- -------------
Total additions 66,215 146,505 30,120 78,501 25,706 63,695,615
-------------- ------------- ------------- ------------- ------------- -------------
Administrative expenses --- --- --- --- --- (65,671)
Distributions to participants (7,019) (2,293) (330) (110) (302,446) (9,227,357)
-------------- ------------- ------------- ------------- ------------- -------------
Total reductions (7,019) (2,293) (330) (110) (302,446) (9,293,028)
-------------- ------------- ------------- ------------- ------------- -------------
Net additions (reductions) 59,196 144,212 29,790 78,391 (276,740) 54,402,587
-------------- ------------- ------------- ------------- ------------- -------------
Transfer between funds, net 346,221 216,615 138,305 111,941 555,524 ---
-------------- ------------- ------------- ------------- ------------- -------------
Net assets available for benefits
at end of year $ 614,083 $ 1,002,711 $ 594,658 $ 475,328 $ 10,076,506 $293,272,571
============== ============= ============= ============= ============= =============
The accompanying notes are an integral part of this financial statement.
</TABLE>
<PAGE>
OGE ENERGY CORP.
EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------
The OGE Energy Corp. Employees' Stock Ownership and 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 made minor modifications to the Plan's eligibility
effective January 1, 1998.
Effective July 31, 1998, Enogex Interstate Transmission L.L.C., a subsidiary of
the Company, purchased substantially all of the assets of Ozark Pipeline, Inc.
("Ozark"). As a result of this acquisition, a trustee-to-trustee transfer of
certain assets from the NGC Profit Sharing 401(k) Savings Plan to the Plan took
place, in the form of rollovers, with respect to certain former employees of
Ozark. The total amount of rollovers from this plan was $522,674. In addition,
the Plan was amended to provide special eligibility and vesting rules for former
employees of Ozark and its affiliates.
Effective October 1, 1998, the Oklahoma Gas and Electric Company Employee's
Stock Ownership Plan was merged into the OGE Energy Corp. Employees' Retirement
Savings Plan. The name of the surviving plan was changed to the OGE Energy Corp.
Employees' Stock Ownership and Retirement Savings Plan. In addition, the ninth
amendment was adopted on July 15, 1998 and was effective November 1, 1998. The
amendment implements a Dividend Pass-Through Program in which dividends
allocable to shares of OGE Energy stock allocable to assets of the Employee
Stock Ownership Plan will be paid in cash to these participants by the Trustee
after the merger occurs.
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. Participant 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:
<PAGE>
-2-
OGE Energy Corp. Common Stock Fund - consists primarily of shares of OGE
Energy Corp's (the "Company") 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 Company's Common Stock Fund.
Fidelity Asset Manager - consists of approximately 40% stocks, 40% bonds
and 20% short-term instruments.
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.
<PAGE>
-3-
The Company contributes to the Plan on a monthly basis 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 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. During 1998, there were no material forfeitures that were used to
reduce employer contributions. At December 31, 1997 and 1998, there were no
material forfeited and unallocated assets. 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.
<PAGE>
-4-
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.
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 1998.
If a participant should terminate from the Plan, any outstanding loan balance is
converted to a distribution.
Loan activity for 1998 was as follows:
Balance at beginning of year $ 9,797,722
New loans 5,140,900
Repayment of Principal (4,862,116)
------------
Balance at end of year $10,076,506
============
Interest applicable to these loans during 1998 was $922,890.
3. AMOUNTS DUE TO TERMINATED EMPLOYEES:
------------------------------------
As of December 31, 1998 and 1997, there were no participants that had terminated
and requested a distribution and had not received payment of the distribution.
<PAGE>
-5-
4. INVESTMENTS:
------------
Effective June 15, 1998, the outstanding shares of the Company's common stock
were split on a two-for-one basis. The new shares were issued to shareowners of
record on June 1, 1998. Share and per-share information has been restated to
retroactively reflect the stock split. Investments of Company common stock in
the OGE Energy Corp. Common Stock Fund at December 31, 1998 and 1997, of
$166,995,026 and $130,651,227, respectively, are carried at market value
($29.000 per share and $27.34375 per share at December 31, 1998 and 1997,
respectively) and are comprised of 5,758,449.173 and 4,778,102.000 shares,
respectively. At December 31, 1998, the non-participant directed amount of
Company common stock included in the OGE Energy Corp. Employees' Stock Ownership
and Retirement Savings Plan totaled $75,168,261. In addition, at December 31,
1998, the participant directed amount included in the OGE Energy Corp.
Employees' Stock Ownership and Retirement Savings Plan totaled $218,104,310.
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, 1998 and 1997 was 5.81% and 6.17%, respectively. The
crediting interest rate at September 30, 1998 and 1997, the Portfolio's fiscal
year-end, was 5.89% and 5.80%, respectively. The fair value of the fund
approximates contract value at December 31, 1998.
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' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
------------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
(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) $ 166,995,026
* Fidelity Mgmt. Trust Co. Asset Manager, mutual fund (f) 11,401,764
* Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fund (f) 23,581,807
* Fidelity Mgmt. Trust Co. Asset Manager: Income, mutual fund (f) 3,136,659
* Fidelity Mgmt. Trust Co. Managed Income Portoflio, mutual fund (f) 18,651,096
* Fidelity Mgmt. Trust Co. Contrafund, mutual fund (f) 17,583,373
* Fidelity Mgmt. Trust Co. Growth and Income, mutual fund (f) 18,857,882
* Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund (f) 18,401,268
PIMCO Total Return Administrative, mutual fund (f) 614,083
PBHG Growth, mutual fund (f) 1,002,711
Templeton Foreign I, mutual fund (f) 594,658
Invesco Total Return, mutual fund (f) 475,328
Participant Loans, interest rates from
7% to 10% $10,076,506 10,076,506
------------ ------------------
Total investments $ 291,372,161
==================
* 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' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
------------------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
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 $ 30,964,123 $ --- $ --- $ ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd 7,457,298 --- --- ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd 20,252,309 --- --- ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund 7,829,713 --- --- ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund 8,365,518 --- --- ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund 11,265,433 --- --- ---
Sales and Redemptions:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock --- 18,709,976 --- ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd --- 5,768,954 --- ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd --- 21,094,336 --- ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund --- 6,898,906 --- ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund --- 4,816,021 --- ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund --- 9,702,333 --- ---
<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 $ 30,964,123 $ 30,964,123 $ ---
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd 7,457,298 7,457,298 ---
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd 20,252,309 20,252,309 ---
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund 7,829,713 7,829,713 ---
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund 8,365,518 8,365,518 ---
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund 11,265,433 11,265,433 ---
Sales and Redemptions:
Fidelity Mgmt. Trust Co. OGE Energy Corp.
OGE Common Stock Fund Common Stock (j) 18,709,976 (j)
Fidelity Mgmt. Trust Co. Asset Manager:
Growth, mutual fd (j) 5,768,954 (j)
Fidelity Mgmt. Trust Co. Managed Income
Portfolio, mutual fd (j) 21,094,336 (j)
Fidelity Mgmt. Trust Co. Contrafund, mutual
fund (j) 6,898,906 (j)
Fidelity Mgmt. Trust Co. Growth and Income,
mutual fund (j) 4,816,021 (j)
Fidelity Mgmt. Trust Co. Blue Chip Growth,
mutual fund (j) 9,702,333 (j)
(j) Historical cost information, and therefore gain or loss information, could not be obtained from the Plan's Trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule III
OGE ENERGY CORP.
EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
------------------------------------------------------
ITEM 27b - SCHEDULE OF LOANS IN DEFAULT
---------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
Amount
Received During Unpaid
Identity of Original Amount Reporting Year Balance at Amount Overdue
Obligator of Loan Principal Interest End of Year Detailed Description of Loan Principal Interest
- -------------------- --------------- --------- -------- ----------- -------------------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Issued November 28, 1993 through
July 17, 1998; interest rates
Various Participants $215,400 $10,265 $621 $150,356 7% to 10% $137,937 $12,419
</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 28, 1999 included in the OGE Energy Corp. Employees'
Stock Ownership and Retirement Savings Plan Form 11-K for the year ended
December 31, 1998, 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, 1999
