<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1994 Commission File Number 1-1097
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0382390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 405-553-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
so registered each class is registered
------------------- ------------------------------
Common Stock New York Stock Exchange
Common Stock Pacific Stock Exchange
Preferred Stock 4% Cumulative New York Stock Exchange
First Mortgage Bonds, Series due 1995 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 28, 1995, Common Shares outstanding were 40,354,387. Based
upon the closing price on the New York Stock Exchange on February 28, 1995,
the aggregate market value of the voting stock held by nonaffiliates of the
Company was: Common Stock $1,421,022,063 and 4% Cumulative Preferred Stock
$4,976,724.
The proxy statement for the 1995 annual meeting of shareowners is
incorporated by reference into Part III of this Report.
<PAGE 1>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.
(A) 1. FINANCIAL STATEMENTS
The following consolidated financial statements and supplementary
data are included in Part II, Item 8 of this Report:
* Consolidated Balance Sheets at December 31, 1994, 1993 and 1992
* Consolidated Statements of Income for the years ended December 31, 1994,
1993 and 1992
* Consolidated Statements of Retained Earnings for the years ended December
31, 1994, 1993 and 1992
* Consolidated Statements of Capitalization at December 31, 1994, 1993 and
1992
* Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1993 and 1992
* Notes to Consolidated Financial Statements
* Report of Independent Public Accountants
* Report of Management
SUPPLEMENTARY DATA
* Interim Consolidated Financial Information
2. FINANCIAL STATEMENT SCHEDULE (INCLUDED IN PART IV) PAGE
Schedule II - Valuation and Qualifying accounts 59
Report of Independent Public Accountants 60
All other schedules have been omitted since the required information
is not applicable or is not material, or because the information required is
included in the respective financial statements or notes thereto.
<PAGE 2>
3. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.01 Copy of Restated Certificate of Incorporation.
(Filed as Exhibit 4.01 to the Company's Post-
Effective Amendment No.Three to Registration
Statement No. 2-94973, and incorporated by
reference herein)
3.02 By-laws. (Filed as Exhibit 4.02 to Post-Effective
Amendment No. Three to Registration Statement No.
2-94973 and incorporated by reference herein)
4.01 Copy of Trust Indenture, dated February 1, 1945,
from OG&E to The First National Bank and Trust Company
of Oklahoma City, Trustee. (Filed as Exhibit 7-A to
Registration Statement No. 2-5566 and incorporated by
reference herein)
4.02 Copy of Supplemental Trust Indenture, dated
December 1, 1948, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 7.03 to Registration Statement No.
2-7744 and incorporated by reference herein)
4.03 Copy of Supplemental Trust Indenture, dated
June 1, 1949, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 7.03
to Registration Statement No. 2-7964 and
incorporated by reference herein)
4.04 Copy of Supplemental Trust Indenture, dated
May 1, 1950, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 7.04
to Registration Statement No. 2-8421 and
incorporated by reference herein)
4.05 Copy of Supplemental Trust Indenture, dated
March 1, 1952, a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to
Registration Statement No. 2-9415 and
incorporated by reference herein)
4.06 Copy of Supplemental Trust Indenture, dated
June 1, 1955, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to
Registration Statement No. 2-12274 and
incorporated by reference herein)
</TABLE>
<PAGE 3>
<TABLE>
<S> <C>
4.07 Copy of Supplemental Trust Indenture, dated
January 1, 1957, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.07
to Registration Statement No. 2-14115 and
incorporated by reference herein)
4.08 Copy of Supplemental Trust Indenture, dated
June 1, 1958, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to
Registration Statement No. 2-19757 and
incorporated by reference herein)
4.09 Copy of Supplemental Trust Indenture, dated
March 1, 1963, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.09
to Registration Statement No. 2-23127 and
incorporated by reference herein)
4.10 Copy of Supplemental Trust Indenture, dated
March 1, 1965, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.10
to Registration Statement No. 2-25808 and
incorporated by reference herein)
4.11 Copy of Supplemental Trust Indenture, dated
January 1, 1967, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.11
to Registration Statement No. 2-27854 and
incorporated by reference herein)
4.12 Copy of Supplemental Trust Indenture, dated
January 1, 1968, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.12
to Registration Statement No. 2-31010 and
incorporated by reference herein)
4.13 Copy of Supplemental Trust Indenture, dated
January 1, 1969, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.13
to Registration Statement No. 2-35419 and
incorporated by reference herein)
4.14 Copy of Supplemental Trust Indenture, dated
January 1, 1970, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.14
to Registration Statement No. 2-42393 and
incorporated by reference herein)
</TABLE>
<PAGE 4>
<TABLE>
<S> <C>
4.15 Copy of Supplemental Trust Indenture, dated
January 1, 1972, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.15
to Registration Statement No. 2-49612 and
incorporated by reference herein)
4.16 Copy of Supplemental Trust Indenture, dated
January 1, 1974, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.16
to Registration Statement No. 2-52417 and
incorporated by reference herein)
4.17 Copy of Supplemental Trust Indenture, dated
January 1, 1975, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.17
to Registration Statement No. 2-55085 and
incorporated by reference herein)
4.18 Copy of Supplemental Trust Indenture, dated
January 1, 1976, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.18
to Registration Statement No. 2-57730 and
incorporated by reference herein)
4.19 Copy of Supplemental Trust Indenture, dated
September 14, 1976, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 2.19 to Registration Statement No.
2-59887 and incorporated by reference herein)
4.20 Copy of Supplemental Trust Indenture, dated
January 1, 1977, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.20
to Registration Statement No. 2-59887 and
incorporated by reference herein)
4.21 Copy of Supplemental Trust Indenture, dated
November 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.21 to Registration Statement No.
2-70539 and incorporated by reference herein)
4.22 Copy of Supplemental Trust Indenture, dated
December 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.22 to Registration Statement No.
2-70539 and incorporated by reference herein)
</TABLE>
<PAGE 5>
<TABLE>
<S> <C>
4.23 Copy of Supplemental Trust Indenture, dated
February 1, 1980, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.23 to Registration Statement No.
2-70539 and incorporated by reference herein)
4.24 Copy of Supplemental Trust Indenture, dated
April 15, 1982, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.24
to the Company's Form 10-K Report, File No. 1-1097,
for the year ended December 31, 1982, and incorporated
by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated
August 15, 1986, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.25
to the Company's Form 10-K Report, File No. 1-1097,
for the year ended December 31, 1986 and incorporated
by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated
March 1, 1987, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.26
to the Company's Form 10-K Report for the year
ended December 31, 1987, File No. 1-1097, and
incorporated by reference herein)
4.28 Copy of Supplemental Trust Indenture, dated
November 15, 1990, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.28
to the Company's Form 10-K Report for the year
ended December 31, 1990, File No. 1-1097, and
incorporated by reference herein)
4.29 Copy of Supplemental Trust Indenture, dated
December 9, 1991, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to
the Company's Form 10-K Report for the year ended
December 31, 1991, File No. 1-1097, and incorporated
by reference herein)
10.01 Coal Supply Agreement dated March 1, 1973, between
OG&E and Atlantic Richfield Company. (Filed as
Exhibit 5.19 to Registration Statement No.2-59887
and incorporated by reference herein)
</TABLE>
<PAGE 6>
<TABLE>
<S> <C>
10.02 Amendment dated April 1, 1976, to Coal Supply
Agreement dated March 1, 1973, between OG&E
and Atlantic Richfield Company, together with
related correspondence. (Filed as Exhibit 5.21 to
Registration Statement No. 2-59887 and
incorporated by reference herein)
10.03 Second Amendment dated March 1, 1978, to Coal Supply
Agreement dated March 1, 1973, between OG&E and
Atlantic Richfield Company.
(Filed as Exhibit 5.28 to Registration Statement
No. 2-62208 and incorporated by reference herein)
10.04 Amendment dated June 27, 1990, between OG&E and Thunder
Basin Coal Company, to Coal Supply Agreement
dated March 1, 1973, between OG&E and Atlantic
Richfield Company. [Confidential Treatment has been
requested for certain portions of this exhibit.] *
10.05 Participation Agreement dated as of January 1, 1980,
among First National Bank and Trust Company of
Oklahoma City, Thrall Car Manufacturing Company,
OG&E and other parties, including Lease of Railroad
Equipment dated January 1, 1980, between
Mercantile-Safe Deposit and Trust Company and
OG&E. (Filed as Exhibit 10.32 to the Company's
Form 10-K Report for the year ended December 31,
1980, File No. 1-1097, and incorporated by reference
herein)
10.06 Participation Agreement dated January 1, 1981,
among The First National Bank and Trust Company
of Oklahoma City, Thrall Car Manufacturing Company,
OG&E and other parties, including Lease for
Railroad Equipment dated January 1, 1981, between
Wells Fargo Equipment Leasing Corporation and OG&E.
(Filed as Exhibit 20.01 to the Company's Form 10-Q
for June 30, 1981, File No. 1-1097, and incorporated
by reference herein)
10.08 Form of Amended and Restated Stock Equivalent and
Deferred Compensation Agreement for Directors,
as amended. *
10.09 Restricted Stock Plan of the Company. (Filed as Exhibit 10.36
to the Company's Form 10-K Report for the year ended
December 31, 1986, File No. 1-1097, and
incorporated by reference herein)
</TABLE>
<PAGE 7>
<TABLE>
<S> <C>
10.10 Agreement and Plan of Reorganization, dated May 14, 1986,
between OG&E and Mustang Fuel Corporation.
(Attached as Appendix A to Registration Statement
No. 33-7472 and incorporated by reference herein)
10.11 Gas Service Agreement dated January 1, 1988, between
OG&E and Oklahoma Natural Gas Company. (Filed as
Exhibit 10.26 to the Company's Form 10-K Report
for the year ended December 31, 1987, File No. 1-1097,
and incorporated by reference herein)
10.12 Company's Restoration of Retirement Income Plan, as amended.
(Filed as Exhibit 10.12 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.13 Company's Restoration of Retirement Savings Plan.
(Filed as Exhibit 10.13 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.14 Gas Service Agreement dated July 23, 1987, between
OG&E and Arkla Services Company. (Filed as Exhibit
10.29 to the Company's Form 10-K Report for the year
ended December 31, 1987, File No. 1-1097, and
incorporated by reference herein)
10.15 Company's Supplemental Executive Retirement Plan.
(Filed as Exhibit 10.1 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.16 Company's Annual Incentive Compensation Plan.
(Filed as Exhibit 10.16 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097, and incorporated by reference herein)
23.01 Consent of Arthur Andersen LLP. *
24.01 Power of Attorney. *
27.01 Financial Data Schedule. *
99.01 1994 Form 11-K Annual Report for Oklahoma Gas
and Electric Company Employees' Retirement Savings Plan. **
99.02 Description of Common Stock. *
</TABLE>
<PAGE 8>
<TABLE>
<CAPTION>
Executive Compensation Plans and Arrangements
<S> <C>
10.08 Form of Amended and Restated Stock Equivalent and
Deferred Compensation Agreement for Directors, as amended. *
10.09 Restricted Stock Plan of the Company. (Filed as Exhibit 10.36 to the
Company's Form 10-K Report for the year ended December 31,
1986, File No. 1-1097, and incorporated by reference herein)
10.12 Company's Restoration of Retirement Income Plan, as amended.
(Filed as Exhibit 10.12 to the Company's Form 10-K Report
for the year ended December 31, 1993, File No. 1-1097
and incorporated by reference herein)
10.13 Company's Restoration of Retirement Savings Plan.
(Filed as Exhibit 10.13 to the Company's Form 10-K Report
for the year ended December 31, 1993, File No. 1-1097
and incorporated by reference herein)
10.15 Company's Supplemental Executive Retirement Plan.
(Filed as Exhibit 10.15 to the Company's Form 10-K Report
for the year ended December 31, 1993, File No. 1-1097
and incorporated by reference herein)
10.16 Company's Annual Incentive Compensation Plan.
(Filed as Exhibit 10.16 to the Company's Form 10-K Report
for the year ended December 31, 1993, File No. 1-1097
and incorporated by reference herein)
* Previously filed as an exhibit to the Company's Form 10-K for the year
ended December 31, 1994.
** Previously filed as an exhibit to the Company's Form 10-K/A for the year
ended December 31, 1994.
</TABLE>
(B) REPORTS ON FORM 8-K
Item 5. Other Events, dated February 28, 1994.
Item 5. Other Events, dated April 29, 1994.
Item 5. Other Events, dated October 28, 1994.
<PAGE 9>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma
City, and State of Oklahoma on the 22nd day of May 1995.
OKLAHOMA GAS AND ELECTRIC COMPANY
(REGISTRANT)
/s/ D. L. Young
By D. L. Young
Controller
(On behalf of the Registrant in his
capacity as Principal Accounting Officer)
<PAGE 10>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3.01 Copy of Restated Certificate of Incorporation.
(Filed as Exhibit 4.01 to the Company's Post-
Effective Amendment No.Three to Registration
Statement No. 2-94973, and incorporated by
reference herein)
3.02 By-laws. (Filed as Exhibit 4.02 to Post-Effective
Amendment No. Three to Registration Statement No.
2-94973 and incorporated by reference herein)
4.01 Copy of Trust Indenture, dated February 1, 1945,
from OG&E to The First National Bank and Trust Company
of Oklahoma City, Trustee. (Filed as Exhibit 7-A to
Registration Statement No. 2-5566 and incorporated by
reference herein)
4.02 Copy of Supplemental Trust Indenture, dated
December 1, 1948, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 7.03 to Registration Statement No.
2-7744 and incorporated by reference herein)
4.03 Copy of Supplemental Trust Indenture, dated
June 1, 1949, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 7.03
to Registration Statement No. 2-7964 and
incorporated by reference herein)
4.04 Copy of Supplemental Trust Indenture, dated
May 1, 1950, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 7.04
to Registration Statement No. 2-8421 and
incorporated by reference herein)
4.05 Copy of Supplemental Trust Indenture, dated
March 1, 1952, a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to
Registration Statement No. 2-9415 and
incorporated by reference herein)
4.06 Copy of Supplemental Trust Indenture, dated
June 1, 1955, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to
Registration Statement No. 2-12274 and
incorporated by reference herein)
</TABLE>
<PAGE 11>
<TABLE>
<S> <C>
4.07 Copy of Supplemental Trust Indenture, dated
January 1, 1957, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.07
to Registration Statement No. 2-14115 and
incorporated by reference herein)
4.08 Copy of Supplemental Trust Indenture, dated
June 1, 1958, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to
Registration Statement No. 2-19757 and
incorporated by reference herein)
4.09 Copy of Supplemental Trust Indenture, dated
March 1, 1963, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.09
to Registration Statement No. 2-23127 and
incorporated by reference herein)
4.10 Copy of Supplemental Trust Indenture, dated
March 1, 1965, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.10
to Registration Statement No. 2-25808 and
incorporated by reference herein)
4.11 Copy of Supplemental Trust Indenture, dated
January 1, 1967, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.11
to Registration Statement No. 2-27854 and
incorporated by reference herein)
4.12 Copy of Supplemental Trust Indenture, dated
January 1, 1968, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.12
to Registration Statement No. 2-31010 and
incorporated by reference herein)
4.13 Copy of Supplemental Trust Indenture, dated
January 1, 1969, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.13
to Registration Statement No. 2-35419 and
incorporated by reference herein)
4.14 Copy of Supplemental Trust Indenture, dated
January 1, 1970, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.14
to Registration Statement No. 2-42393 and
incorporated by reference herein)
</TABLE>
<PAGE 12>
<TABLE>
<S> <C>
4.15 Copy of Supplemental Trust Indenture, dated
January 1, 1972, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.15
to Registration Statement No. 2-49612 and
incorporated by reference herein)
4.16 Copy of Supplemental Trust Indenture, dated
January 1, 1974, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.16
to Registration Statement No. 2-52417 and
incorporated by reference herein)
4.17 Copy of Supplemental Trust Indenture, dated
January 1, 1975, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.17
to Registration Statement No. 2-55085 and
incorporated by reference herein)
4.18 Copy of Supplemental Trust Indenture, dated
January 1, 1976, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.18
to Registration Statement No. 2-57730 and
incorporated by reference herein)
4.19 Copy of Supplemental Trust Indenture, dated
September 14, 1976, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 2.19 to Registration Statement No.
2-59887 and incorporated by reference herein)
4.20 Copy of Supplemental Trust Indenture, dated
January 1, 1977, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.20
to Registration Statement No. 2-59887 and
incorporated by reference herein)
4.21 Copy of Supplemental Trust Indenture, dated
November 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.21 to Registration Statement No.
2-70539 and incorporated by reference herein)
4.22 Copy of Supplemental Trust Indenture, dated
December 1, 1977, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.22 to Registration Statement No.
2-70539 and incorporated by reference herein)
</TABLE>
<PAGE 13>
<TABLE>
<S> <C>
4.23 Copy of Supplemental Trust Indenture, dated
February 1, 1980, being a supplemental
instrument to Exhibit 4.01 hereto. (Filed as
Exhibit 4.23 to Registration Statement No.
2-70539 and incorporated by reference herein)
4.24 Copy of Supplemental Trust Indenture, dated
April 15, 1982, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.24
to the Company's Form 10-K Report, File No. 1-1097,
for the year ended December 31, 1982, and incorporated
by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated
August 15, 1986, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.25
to the Company's Form 10-K Report, File No. 1-1097,
for the year ended December 31, 1986 and incorporated
by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated
March 1, 1987, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.26
to the Company's Form 10-K Report for the year
ended December 31, 1987, File No. 1-1097, and
incorporated by reference herein)
4.28 Copy of Supplemental Trust Indenture, dated
November 15, 1990, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.28
to the Company's Form 10-K Report for the year
ended December 31, 1990, File No. 1-1097, and
incorporated by reference herein)
4.29 Copy of Supplemental Trust Indenture, dated
December 9, 1991, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to
the Company's Form 10-K Report for the year ended
December 31, 1991, File No. 1-1097, and incorporated
by reference herein)
</TABLE>
<PAGE 14>
<TABLE>
<S> <C>
10.01 Coal Supply Agreement dated March 1, 1973, between
OG&E and Atlantic Richfield Company. (Filed as
Exhibit 5.19 to Registration Statement No.2-59887
and incorporated by reference herein)
10.02 Amendment dated April 1, 1976, to Coal Supply
Agreement dated March 1, 1973, between OG&E
and Atlantic Richfield Company, together with
related correspondence. (Filed as Exhibit 5.21 to
Registration Statement No. 2-59887 and
incorporated by reference herein)
10.03 Second Amendment dated March 1, 1978, to Coal Supply
Agreement dated March 1, 1973, between OG&E and
Atlantic Richfield Company.
(Filed as Exhibit 5.28 to Registration Statement
No. 2-62208 and incorporated by reference herein)
10.04 Amendment dated June 27, 1990, between OG&E and Thunder
Basin Coal Company, to Coal Supply Agreement
dated March 1, 1973, between OG&E and Atlantic
Richfield Company. [Confidential Treatment has been
requested for certain portions of this exhibit.] *
10.05 Participation Agreement dated as of January 1, 1980,
among First National Bank and Trust Company of
Oklahoma City, Thrall Car Manufacturing Company,
OG&E and other parties, including Lease of Railroad
Equipment dated January 1, 1980, between
Mercantile-Safe Deposit and Trust Company and
OG&E. (Filed as Exhibit 10.32 to the Company's
Form 10-K Report for the year ended December 31,
1980, File No. 1-1097, and incorporated by reference
herein)
10.06 Participation Agreement dated January 1, 1981,
among The First National Bank and Trust Company
of Oklahoma City, Thrall Car Manufacturing Company,
OG&E and other parties, including Lease for
Railroad Equipment dated January 1, 1981, between
Wells Fargo Equipment Leasing Corporation and OG&E.
(Filed as Exhibit 20.01 to the Company's Form 10-Q
for June 30, 1981, File No. 1-1097, and incorporated
by reference herein)
10.08 Form of Amended and Restated Stock Equivalent and
Deferred Compensation Agreement for Directors, as amended. *
</TABLE>
<PAGE 15>
<TABLE>
<S> <C>
10.09 Restricted Stock Plan of the Company. (Filed as Exhibit 10.36
to the Company's Form 10-K Report for the year ended
December 31, 1986, File No. 1-1097, and
incorporated by reference herein)
10.10 Agreement and Plan of Reorganization, dated May 14, 1986,
between OG&E and Mustang Fuel Corporation.
(Attached as Appendix A to Registration Statement
No. 33-7472 and incorporated by reference herein)
10.11 Gas Service Agreement dated January 1, 1988, between
OG&E and Oklahoma Natural Gas Company. (Filed as
Exhibit 10.26 to the Company's Form 10-K Report
for the year ended December 31, 1987, File No. 1-1097,
and incorporated by reference herein)
10.12 Company's Restoration of Retirement Income Plan, as amended.
(Filed as Exhibit 10.12 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.13 Company's Restoration of Retirement Savings Plan.
(Filed as Exhibit 10.13 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.14 Gas Service Agreement dated July 23, 1987, between
OG&E and Arkla Services Company. (Filed as Exhibit
10.29 to the Company's Form 10-K Report for the year
ended December 31, 1987, File No. 1-1097, and
incorporated by reference herein)
10.15 Company's Supplemental Executive Retirement Plan.
(Filed as Exhibit 10.1 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097 and incorporated by reference herein)
10.16 Company's Annual Incentive Compensation Plan.
(Filed as Exhibit 10.16 to the Company's Form 10-K
Report for the year ended December 31, 1993, File
No. 1-1097, and incorporated by reference herein)
23.01 Consent of Arthur Andersen LLP. *
24.01 Power of Attorney. *
27.01 Financial Data Schedule. *
99.01 1994 Form 11-K Annual Report for Oklahoma Gas
and Electric Company Employees' Retirement Savings Plan. **
</TABLE>
<PAGE 16>
<TABLE>
<S> <C>
99.02 Description of Common Stock. *
</TABLE>
* Previously filed as an exhibit to the Company's Form 10-K for the year
ended December 31, 1994.
** Previously filed as an exhibit to the Company's Form 10-K/A for the year
ended December 31, 1994.
