<PAGE> 1
REG. NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-3
Registration Statement
under
The Securities Act of 1933, as amended
__________________________________
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in 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
Telephone: (405) 553-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PETER D. CLARKE, ESQ. JAMES G. HARLOW, JR.
Gardner, Carton & Douglas Chairman of the Board and President
Quaker Tower Oklahoma Gas and Electric Company
321 North Clark Street 101 North Robinson, P.O. Box 321
Chicago, Illinois 60610-4795 Oklahoma City, Oklahoma 73101-0321
(312) 245-8685 (405) 553-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
From time to time after the Registration Statement becomes effective.
_________________________________________________
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
/ /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
__________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration fee
securities to be registered registered per share offering price
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<S> <C> <C> <C> <C>
Common Stock, Par Value $2.50 Per Share ...... 3,000,000shs $34.875 (1) $104,625,000 (1) $36,078
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</TABLE>
(1) These amounts are estimates made solely for the purpose of determining
the registration fee, and are based on the average of the high and low
prices of Common Stock as reported by The Wall Street Journal as New
York Stock Exchange Composite Transactions for May 31, 1995.
_____________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED JUNE 2, 1995
PROSPECTUS
OKLAHOMA GAS AND ELECTRIC COMPANY
3,000,000 SHARES
COMMON STOCK
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Oklahoma Gas and Electric Company (the "Company") hereby offers
participation in its Automatic Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). The Plan is designed to provide investors with a convenient and
economical way to purchase shares of the Company's common stock, par value
$2.50 per share ("Common Stock"), and to reinvest all or a portion of the cash
dividends paid and interest payments made on the Company's Common Stock, all
classes of its cumulative preferred stock and all series of its first mortgage
bonds (the "Eligible Securities") in shares of Common Stock.
PARTICIPANTS IN THE PLAN MAY:
_ Reinvest all or a portion of cash dividends paid or interest
payments made on Eligible Securities registered in their names
or Common Stock credited to their Plan accounts in shares of
Common Stock.
_ Make an initial investment in Common Stock with a cash payment
of at least $250 or, if already a holder of Eligible
Securities, increase their investment in Common Stock by
making optional cash payments at any time of at least $25 for
any single investment, up to a maximum of $100,000 per
calendar year.
_ Receive, upon written request, certificates for whole shares
of Common Stock credited to their Plan accounts.
_ Deposit certificates representing Common Stock into the Plan
for safekeeping.
_ Sell shares of Common Stock credited to their Plan accounts
through the Plan.
_ Establish an IRA to hold their investments in Common Stock and
contribute or roll over amounts to the IRA through a Plan
account.
Shares of Common Stock will be purchased under the Plan, at the option
of the Company, from newly issued shares, shares held in the treasury of the
Company or shares purchased in the open market. Any open market purchases will
be effected through an Independent Agent (as
<PAGE> 3
hereinafter defined) selected by the Company. The Common Stock is listed on
the New York and Pacific Stock Exchanges. The closing price of the Common
Stock on May 31, 1995 on the New York Stock Exchange was $35.25.
The purchase price of newly issued or treasury shares of Common stock
purchased under the Plan for an Investment Date (as hereinafter defined) will
be the average of the high and low sales prices of the Common Stock reported on
the New York Stock Exchange Composite Tape as published in The Wall Street
Journal for the trading day preceding that Investment Date. The price of
shares of Common Stock purchased in the open market will be the weighted
average price per share of the aggregate number of shares purchased in the open
market for the relevant period. There will be no discount from these purchase
prices offered for shares of Common Stock purchased under the Plan. The
Company, however, will pay all brokerage commissions and service fees relating
to shares of Common Stock purchased or sold in the open market.
To the extent required by applicable law in certain jurisdictions,
including Nebraska and North Dakota shares of Common Stock offered under the
Plan to persons not presently record holders of Common Stock are offered only
through a registered broker/dealer in such jurisdictions.
This Prospectus is being provided both to present and prospective
participants in the Plan, including participants in the former Customers' Stock
Purchase Plan which has been merged into the Plan. All current Participants in
the Plan and participants in the Customers' Stock Purchase Plan have
automatically been enrolled in the Plan. For present participants in the Plan,
this Prospectus (including the materials incorporated by reference) provides
more current information concerning the Plan and is intended to replace the
Summary dated October 29, 1993. For participants in the former Customers'
Stock Purchase Plan, this Prospectus (including the materials incorporated by
reference) is intended to replace the Prospectus dated October 28, 1992. It
is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is June , 1995
SIDE: [Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.]
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<PAGE> 4
OKLAHOMA GAS AND ELECTRIC COMPANY
Oklahoma Gas and Electric Company, an Oklahoma corporation (the
"Company") incorporated in 1902 under the laws of the Territory of Oklahoma, is
primarily an electric public utility company with its principal executive
offices located at 101 North Robinson, Post Office Box 321, Oklahoma City,
Oklahoma 73101-0321. Telephone: (405) 553-3000.
The Company is the largest operating electric utility in Oklahoma,
furnishing retail electric service in communities and contiguous rural and
suburban territories in Oklahoma and western Arkansas. It also sells electric
energy at wholesale for resale in those states. The Company disposed of its
gas utility business in 1928.
INFORMATION INCORPORATED BY REFERENCE
The following documents, as filed by the Company with the Securities
and Exchange Commission, are incorporated herein by reference: (i) Form 10-K
Annual Report of the Company for the year ended December 31, 1994, and (ii)
Form 10-Q Quarterly Report of the Company for the quarter ended March 31, 1995.
The Company periodically includes with its Annual Report on Form 10-K an
exhibit containing a description of its Common Stock, including a description
of the Rights to Purchase Series A Cumulative Preferred Stock that accompany
each share of Common Stock pursuant to a Rights Agreement, dated December 11,
1990.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge to each person
(including any beneficial owner) to whom this Prospectus has been delivered, on
the request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than certain exhibits to such documents. Written or telephone
requests for such copies should be directed to the Corporate Secretary,
Oklahoma Gas and Electric Company, 101 North Robinson, Post Office Box 321,
Oklahoma City, Oklahoma 73101-0321, Telephone: (405) 553-3211.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and
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<PAGE> 5
other information on file can be inspected at the public reference offices of
the Commission currently at 450 Fifth Street, N.W., Washington, D.C.; 500 West
Madison Street, Chicago, Illinois; and 7 World Trade Center, New York, New
York; and copies of such material can be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
material and other information concerning the Company may be inspected at the
Library of the New York Stock Exchange, 20 Broad Street, New York, New York,
and at the office of the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California, on which exchanges the Company's Common Stock is listed.
APPLICATION OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by any
of (i) the purchase of new shares of Common Stock issued by the Company, (ii)
the purchase of shares of Common Stock held in the Company's treasury, or (iii)
the purchase of shares of Common Stock in the open market, the number of shares
of Common Stock, if any, that the Company ultimately will sell under the Plan
is not known. If newly issued or treasury shares of Common Stock are purchased
under the Plan, the proceeds from such sales will be used for general corporate
purposes, including, without limitation, to provide funds for the Company's
construction program, the redemption, repayment or retirement of outstanding
indebtedness of the Company or the advance or contribution of funds to one or
more of the Company's subsidiaries to be used for their general corporate
purposes, including, without limitation, the redemption, repayment or
retirement of indebtedness of one or more of such subsidiaries. The Company
will not receive any proceeds when shares of Common Stock are purchased under
the Plan in the open market.
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<PAGE> 6
OKLAHOMA GAS AND ELECTRIC COMPANY
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Board of Directors of Oklahoma Gas and Electric Company (the
"Company") recently approved the amendment and combination of the former
Automatic Dividend Reinvestment and Stock Purchase Plan and Customers' Stock
Purchase Plan into a new, revised Automatic Dividend Reinvestment and Stock
Purchase Plan. Unless otherwise indicated, all references herein to the "Plan"
refer to the revised Automatic Dividend Reinvestment and Stock Purchase Plan.
The following questions and answers summarize the provisions of the Plan as in
effect on the date of this Prospectus.
1. WHAT IS THE PLAN?
The Plan provides existing and potential investors in the Company with
a simple and convenient method of purchasing shares of the Company's Common
Stock without payment of any brokerage commission or service charge. The Plan
also provides participants with a convenient way to reinvest all or a portion
of the cash dividends paid and interest payments made on Eligible Securities in
shares of Common Stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE SOME OF ITS ADVANTAGES
AND DISADVANTAGES?
Purpose - The purpose of the Plan is to provide existing and potential
investors in the Company with a convenient way to purchase shares of Common
Stock and to reinvest all or a portion of the cash dividends paid and interest
payments made on Eligible Securities in shares of Common Stock.
Advantages
- Interested investors, not already record or registered holders of
Eligible Securities, may become Participants by making an initial
minimum cash investment of at least $250 to purchase Common Stock
through the Plan.
- Record or registered holders of Eligible Securities not already
Participants may become Participants by (i) electing to have dividend
and interest payments on all or a portion of their Eligible Securities
reinvested in Common Stock, (ii) depositing certificates representing
Common Stock into the Plan for safekeeping or (iii) making an initial
minimum cash investment of at least $25 to purchase Common Stock
through the Plan.
- In addition to having their dividend and interest payments on Eligible
Securities reinvested in Common Stock, Participants may invest
additional funds in Common Stock through optional cash investments of
at least $25 for any single investment up to $100,000 per calendar
year. Optional cash investments may be made by check, money order,
wire transfer or electronic funds transfer from a predesignated bank
account. Optional cash investments may be made occasionally or at
regular intervals, as the Participant desires.
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<PAGE> 7
- Funds invested in the Plan are fully invested in Common Stock through
the purchase of whole shares and fractions of shares, and
proportionate cash dividends on fractions of shares of Common Stock
are used to purchase additional shares of Common Stock.
- The Plan offers a "safekeeping" service whereby Participants may
deposit, free of any service charges, certificates representing Common
Stock held in certificate form into the Plan. Shares of Common Stock
so deposited will be credited to the account of the Participant (an
"Account"). This service can be selected by Participants without
participating in any other feature of the Plan.
- Participants may direct the Company, at any time and at no cost to
such Participants, to transfer all or a portion of the shares of
Common Stock credited to their Accounts (including those shares of
Common Stock deposited into the Plan for safekeeping) to the Account
of another Participant (or to set up an Account for a new Participant
in connection with such transfer) or to send certificate(s)
representing such shares to the Participant or another designated
person or entity.
- Quarterly statements ("Statements of Account") will be mailed to each
Participant showing all transactions completed during the year to
date, total shares of Common Stock credited to the Participant's
Account and other information related to each such Participant's
Account. Supplemental Statements of Account also will be mailed to
Participants in the month following transactions in such Participants'
Accounts.
- Participants may direct that all, a portion or none of their dividend
or interest payments on Eligible Securities, including shares of
Common Stock purchased for a Participant under the Plan and shares of
Common Stock deposited into the Plan for safekeeping, be reinvested in
shares of Common Stock. Dividend and interest payments not reinvested
will be paid in the usual manner.
- Participants may sell shares of Common Stock credited to their
Accounts (including those shares of Common Stock deposited into the
Plan for safekeeping) through the Plan.
- Participants may choose to establish an IRA to hold their investment
in Common Stock and contribute or roll over amounts to the IRA through
a Plan Account.
Disadvantages
- PARTICIPANTS HAVE NO CONTROL OVER THE PRICE, AND IN THE CASE OF SHARES
OF COMMON STOCK PURCHASED OR SOLD IN THE OPEN MARKET BY AN INDEPENDENT
AGENT, THE TIME, AT WHICH COMMON STOCK IS PURCHASED OR SOLD,
RESPECTIVELY, FOR THEIR ACCOUNTS. Purchases in the open market
generally will occur within 10 days of the relevant Investment Date.
Funds not invested in Common Stock within 30 days after receipt will
be promptly returned to Participants. Sales by Participants under the
Plan will be made by an Independent Agent as soon as practicable after
processing the sales request. Therefore,
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<PAGE> 8
Participants bear the market risk associated with fluctuations in the
price of the Common Stock. (See the answers to Questions 7, 8, 9, 13
and 16.)
- No interest will be paid on funds held by the Administrator (as
hereinafter defined) pending investment under the Plan.
- Optional and initial cash investments must be received by the
Administrator no later than two business days prior to an Investment
Date to be invested for that Investment Date. Otherwise, the
investment may be held by the Administrator and invested for the next
Investment Date. Optional and initial cash investments need not be
returned to Participants unless a written request is received by the
Administrator no later than two business days prior to the applicable
Investment Date. (See the answer to Question 7.)
3. WHO ADMINISTERS THE PLAN AND WHAT ARE SOME OF THE FUNCTIONS PERFORMED
BY THE ADMINISTRATOR?
Administration of the Plan is conducted by the individual (who may be
an employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "Administrator"). Liberty Bank and Trust Company of Oklahoma
City, N.A. will be the initial Administrator. The Administrator is responsible
for administering the Plan, receiving all cash investments made by
Participants, maintaining records of each Participant's Account activities,
issuing Statements of Account and performing other duties required by the Plan.
The Administrator or its nominee, as custodian, will hold one or more
certificates registered in its name representing the aggregate number of whole
shares of Common Stock purchased under, or deposited for safekeeping into, the
Plan and credited to Participants' Accounts. Normally, certificates for shares
purchased under the Plan will not be issued to Participants. The number of
shares credited to your account under the Plan will be shown on your Statement
of Account. However, subject to the conditions in the answers to Questions 10
and 11 regarding withdrawal of shares, certificates for any number of whole
shares credited to your account under the Plan will be issued to you upon your
written request to the Administrator. Any remaining whole and fractional
shares will continue to be credited to your account. Certificates for
fractional shares will not be issued.
The Administrator or another agent selected by the Company (an
"Independent Agent") that is an "agent independent of the issuer," as that term
is defined in the rules and regulations under the Exchange Act, will purchase
shares of Common Stock in the open market. The Independent Agent is
responsible for purchasing and selling shares of Common Stock in the open
market for Participants' Accounts in accordance with the provisions of the
Plan.
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<PAGE> 9
Participants may contact the Administrator by writing:
Liberty Bank and Trust Company of Oklahoma City, N.A.
Stock Transfer Department
P.O. Box 25848
Oklahoma City, Oklahoma 73125-0848
or by telephoning toll-free (800) 395-2662 ext. 6711 or, if calling locally,
(405) 231-6711 between 8 a.m. and 4:30 p.m., Monday through Friday, Central
Time.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not a record holder of Common Stock,
is eligible to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below in the answer to
Question 5 and (ii) in the case of citizens or residents of a country other
than the United States, its territories and possessions, participation would
not violate local laws applicable to the Company, the Plan and the Participant.
5. HOW DOES AN ELIGIBLE PERSON OR ENTITY PARTICIPATE?
HOLDERS OF COMMON STOCK CURRENTLY PARTICIPATING IN THE COMPANY'S
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN OR CUSTOMERS' STOCK
PURCHASE PLAN, WHICH ARE BEING REPLACED BY THE PLAN (BY MEANS OF AMENDMENT AND
RESTATEMENT), WILL AUTOMATICALLY BE PARTICIPANTS IN THE PLAN WITHOUT SENDING IN
A NEW ENROLLMENT FORM ("ENROLLMENT FORM"). HOWEVER, PARTICIPANTS WHO WISH TO
CHANGE THEIR PARTICIPATION IN ANY WAY (E.G., FROM PARTIAL TO FULL REINVESTMENT)
MUST SUBMIT A NEW ENROLLMENT FORM.
After being furnished with a copy of this Prospectus, eligible
applicants may join the Plan at any time by completing and signing an
Enrollment Form in the manner set forth below. REQUESTS FOR COPIES OF
ENROLLMENT FORMS, AS WELL AS COPIES OF OTHER PLAN FORMS AND THIS PROSPECTUS,
SHOULD BE MADE IN WRITING OR BY TELEPHONE TO THE ADMINISTRATOR'S ADDRESS AND
TELEPHONE NUMBERS LISTED IN THE ANSWER TO QUESTION 3 ABOVE. RECORD OR
REGISTERED HOLDERS OF ELIGIBLE SECURITIES SHOULD BE SURE TO SIGN THEIR NAME(S)
ON THE ENROLLMENT FORM EXACTLY AS THEY APPEAR ON THEIR CERTIFICATES OR
INSTRUMENTS.
In order to become a Participant in the Plan, an eligible applicant
must complete and sign an Enrollment Form and return it to the Administrator
and (i) elect to have cash dividends paid or interest payments made on Eligible
Securities (see the answer to Question 6 for a list of Eligible Securities) of
which such applicant is the record or registered holder invested in Common
Stock (see the answer to Question 9), (ii) deposit certificates representing
shares of Common Stock into the Plan for safekeeping (see the answer to
Question 15) or (iii) make an initial cash investment (see the answer to
Question 7).
Beneficial owners of Eligible Securities registered in "street name"
(e.g., in the name of a bank, broker or trustee) may participate in the Plan
with respect to such securities by either (i) transferring those Eligible
Securities which they wish to be subject to the Plan into their own
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<PAGE> 10
name and depositing shares of Common Stock into the Plan for safekeeping and/or
electing to reinvest cash dividend or interest payments on such Eligible
Securities in Common Stock (see the answer to Question 17) or (ii) making
arrangements with the record or registered holder (e.g., their bank, broker or
trustee, who will become the Participant) of such securities to participate in
the Plan on the beneficial owner's behalf.
A person will become a Participant after a properly completed
Enrollment Form has been received and accepted by the Administrator. If you
are a holder of Common Stock and your Enrollment Form is received by the
Administrator on or before the record date for payment of a cash dividend on
Common Stock (dividend record dates for Common Stock normally have been the
tenth day of January, April, July and October), that cash dividend and all
future cash dividends payable on your Common Stock will be used by the
Administrator to buy shares of Common Stock for your account under the Plan to
the extent requested by you. See the answer to Question 9. If your Enrollment
Form is not received on or before the record date for a cash dividend on Common
Stock, the dividend will be paid to you in cash and the reinvestment of your
dividends under the Plan will begin with the next cash dividend payment on the
Common Stock. Thus, for example, an October 30 cash dividend will be used to
purchase shares of Common Stock under the Plan only if your Enrollment Form is
received on or before October 10.
If you are a holder of any class of Preferred Stock and your
Enrollment Form is received by the Administrator on or before the record date
for payment of a cash dividend on your Preferred Stock (dividend record dates
for the Preferred Stock normally are the last business day of December, March,
June and September), that cash dividend and all future cash dividends payable
on your Preferred Stock will be used by the Administrator to purchase shares of
Common Stock for your account under the Plan to the extent requested by you.
See the answer to Question 9. Dividend payment dates for the 4% Preferred
Stock normally are the 15th day of January, April, July and October. Dividend
payment dates for all other classes of Preferred Stock normally are the 20th
day of January, April, July and October. If your Enrollment Form is not
received on or before the record date for the applicable dividend payment date,
the dividend will be paid to you in cash and your participation in the Plan
with respect to the reinvestment of dividends on your Preferred Stock will
begin on the next cash dividend payment date on your Preferred Stock. Thus,
for example, an April 15 dividend on the 4% Preferred Stock will be used to
purchase shares of Common Stock under the Plan only if your Enrollment Form is
received on or before March 31.
If you are a holder of any series of first mortgage bonds of the
Company and your Enrollment Form is received by the Administrator on or before
the record date for an interest payment on your first mortgage bonds, that
interest payment and all future interest payments on your first mortgage bonds
will be used by the Administrator to purchase shares of Common Stock for your
account under the Plan to the extent requested by you. See the answer to
Question 9. Interest payments on the Company's first mortgage bonds are
generally made on the 1st or 15th day of the relevant month.
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<PAGE> 11
6. WHAT SECURITIES ARE ELIGIBLE FOR AUTOMATIC DIVIDEND REINVESTMENT UNDER
THE PLAN?
The Company's Common Stock, all classes of its preferred stock and all
series of its first mortgage bonds are "Eligible Securities" under the Plan.
In addition, the Company may from time to time designate, in its sole
discretion, other equity or debt securities of the Company as Eligible
Securities by notifying the Administrator in writing of such designation.
7. HOW DO INTERESTED INVESTORS AND PARTICIPANTS MAKE INITIAL CASH
INVESTMENTS AND OPTIONAL CASH INVESTMENTS?
Initial Investments. Interested investors, whether or not record or
registered holders of Eligible Securities, may become Participants by making an
investment through the Plan as hereinafter described. ELIGIBLE APPLICANTS WHO
ARE NOT RECORD OR REGISTERED HOLDERS OF ELIGIBLE SECURITIES MUST INCLUDE A
MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $250 WITH THEIR COMPLETED
ENROLLMENT FORM. ELIGIBLE APPLICANTS WHO ARE RECORD OR REGISTERED HOLDERS OF
ELIGIBLE SECURITIES WHO DO NOT ELECT TO HAVE DIVIDENDS OR INTEREST PAYMENTS
REINVESTED AND WHO DO NOT DEPOSIT CERTIFICATES REPRESENTING COMMON STOCK IN THE
PLAN FOR SAFEKEEPING MUST INCLUDE A MINIMUM INITIAL CASH INVESTMENT OF AT LEAST
$25 WITH THEIR COMPLETED ENROLLMENT FORM. Such investments may be made by
personal check, money order or wire transfer payable to Liberty Bank and Trust
Company of Oklahoma City, N.A., and must be received no later than two business
days before an Investment Date in order to be invested on that Investment Date.
DO NOT SEND CASH. Interested investors making wire transfers should contact
the Administrator for wire instructions and may be charged fees by the
commercial bank initiating the transfer.
Optional Cash Investments - General. Participants may make optional
cash investments by personal check, money order, wire transfer or electronic
funds transfer from a predesignated bank account, as described below. Optional
cash investments must be at least $25 for any single investment. There is no
obligation to make any optional cash investment and the amount and timing of
such investments may vary from time to time.
Optional cash investments may not exceed $100,000 in the aggregate per
calendar year (the "Maximum Amount"), which amount may be invested all at one
time. In determining whether the Maximum Amount has been reached, initial
investments will be counted as optional cash investments.
Optional Cash Investments - Check, Money Order or Wire Transfer.
Participants may make optional cash investments by delivering to the
Administrator (i) a completed optional cash investment stub which will be
attached to each Participant's quarterly Statement of Account or an Enrollment
Form and (ii) a personal check, money order or wire transfer payable to Liberty
Bank and Trust Company of Oklahoma City, N.A. DO NOT SEND CASH. Participants
making wire transfers should contact the Administrator for wire instructions
and may be charged fees by the commercial bank initiating the transfer.
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<PAGE> 12
In addition, Participants who are customers of the Company may also
make optional cash payments by including with their electric bill an amount
designated as a contribution to the Plan. Such money so received by the
Company will be transferred to the Administrator promptly.
Optional Cash Investments - Electronic Transfer from Bank Account.
Participants may make automatic investments of a specified amount (not less
than $25 per month) by electronic funds transfer from a pre-designated U.S.
bank account.
To initiate automatic deductions, the Participant must complete and
sign an Automatic Deduction Form and return it to the Administrator together
with a voided blank check for the account from which funds are to be drawn.
Automatic Deduction Forms may be obtained from the Administrator. Forms will
be processed and will become effective as promptly as practicable.
Once automatic deduction is initiated, funds will be drawn from the
Participant's designated bank account two business days prior to the relevant
Investment Date and will be invested in Common Stock for that Investment Date.
Participants may change or terminate automatic deduction by completing
and submitting to the Administrator a new Automatic Deduction Form. To be
effective with respect to a particular Investment Date, however, the new
Automatic Deduction Form must be received by the Administrator at least five
business days preceding such Investment Date.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING INVESTMENT.
8. When will initial and optional cash investments be applied to the
purchase of Common Stock?
An Investment Date (as defined below) will occur twice every month.
Optional and initial cash investments will be invested in Common Stock for the
first Investment Date following their receipt by the Administrator; provided,
that such investments must be received by the Administrator no later than two
business days prior to an Investment Date to be invested for that Investment
Date. Otherwise, the investment may be held by the Administrator and invested
for the next Investment Date. NO INTEREST WILL BE PAID ON FUNDS HELD BY THE
ADMINISTRATOR PENDING INVESTMENT. Accordingly, Participants and interested
investors should transmit cash investments so as to reach the Administrator
shortly (but not less than two business days) before an Investment Date. The
Administrator will make every effort to invest funds in Common Stock as soon as
practicable for each Investment Date. To the extent that the funds are
invested to purchase shares of Common Stock in the open market or from private
sources, the Administrator will purchase such shares within 10 days of the
relevant Investment Date, except where and to the extent necessary under any
applicable federal securities laws or other government or stock exchange
regulations. To the extent that the funds are invested to purchase shares of
Common Stock directly from the Company, the Administrator will purchase such
shares for Participants' Accounts as of the close of business on the relevant
Investment Date.
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<PAGE> 13
An "Investment Date" under the Plan will be, (i) the 1st business day
of the month and (ii) the 15th day of the month or, if that day is not a
business day, the business day immediately preceding that day.
Upon a Participant's written request, received by the Administrator no
later than two business days prior to the applicable Investment Date, a cash
investment not already invested in Common Stock will be returned to the
Participant. However, no refund of a check or money order will be made until
the funds from such instruments have been actually collected by the
Administrator. Accordingly, such refunds may be significantly delayed. If the
written request to stop investment is not received by the Administrator at
least two business days prior to an Investment Date, any cash investment then
held by the Administrator will be invested in Common Stock on such Investment
Date.
Optional and initial cash investments, pending investments pursuant to
the Plan, will be credited to a Participant's Account and held in a trust
account which will be separated from any other funds or monies of the Company.
Cash investments not invested in Common Stock within 30 days of receipt will be
promptly returned to the Participant. All cash investments are subject to
collection by the Administrator of full face value in U.S. funds. The method
of delivery of any cash investment is at the election and risk of the
Participant or interested investor and will be deemed received when actually
received by the Administrator. If the delivery is by mail, it is recommended
that the Participant or interested investor use properly insured, registered
mail with return receipt requested, and that the mailing be made sufficiently
in advance of the Investment Date.
CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A
PARTICIPANT'S ACCOUNT THAT WERE PURCHASED THROUGH THE PLAN WITH OPTIONAL AND
INITIAL CASH INVESTMENTS WILL AUTOMATICALLY BE REINVESTED IN SHARES OF COMMON
STOCK UNLESS THE PARTICIPANT NOTIFIES THE ADMINISTRATOR OTHERWISE BY NOTATION
ON THE STUB PORTION OF THE PARTICIPANT'S STATEMENT OF ACCOUNT OR COMPLETED
ENROLLMENT FORM, AS THE CASE MAY BE.
Funds payable to a Participant or an interested investor as a result
of the redemption, tender or maturity, including accrued interest and premium,
if any, of any of the Eligible Securities of which such Participant or
interested investor is the record or registered holder may be invested in
Common Stock through the Plan at the request of such holder by delivering a
properly completed Enrollment Form covering such Eligible Securities to the
Administrator. Any amounts invested in Common Stock through the Plan as
described in the previous sentence will be treated as optional cash investments
in determining whether the Maximum Amount has been reached.
9. HOW AND WHEN ARE CASH DIVIDENDS AND INTEREST PAYMENTS ON ELIGIBLE
SECURITIES REINVESTED?
Participants may elect to invest in Common Stock by reinvesting all or
a portion of cash dividends paid and interest payments made on all or a portion
of Eligible Securities registered in their names, Common Stock purchased
through the Plan and credited to their Accounts and Common Stock deposited into
the Plan for safekeeping, by designating such election on their
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<PAGE> 14
Enrollment Form. IF A PARTICIPANT DOES NOT MAKE AN ELECTION, CASH DIVIDENDS
PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT THAT WERE
PURCHASED THROUGH THE PLAN OR DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL
AUTOMATICALLY BE REINVESTED IN SHARES OF COMMON STOCK. Participants electing
partial reinvestment of cash dividends and interest payments on any Eligible
Securities must designate the specific security for which such partial
reinvestment is desired and the whole number of shares or whole dollar amount
of first mortgage bonds for which reinvestment is desired. Once a Participant
elects reinvestment, cash dividends and interest payments made on the
designated Eligible Securities will be reinvested in shares of Common Stock.
THE AMOUNT SO REINVESTED WILL BE REDUCED BY ANY AMOUNT WHICH IS REQUIRED TO BE
WITHHELD UNDER ANY APPLICABLE TAX OR OTHER STATUTES. If the Participant has
specified partial reinvestment, that portion of cash dividends and interest
payments not designated for reinvestment will be sent to the Participant by
check in the usual manner or with regard to the partial reinvestment of cash
dividends on Common Stock credited to the Participant's Account, by electronic
direct deposit, if the Participant has elected the direct deposit option (see
the answer to Question 12).
Dividends and interest payments will be invested in Common Stock for
the first Investment Date following such payment. (See the answers to
Questions 8 and 13.) Dividend and interest payments not invested in Common
Stock within 30 days of receipt will be promptly returned to the Participant.
Cash dividend and interest payment reinvestment amounts, pending investment
pursuant to the Plan, will be credited to a Participant's Account and held in a
trust account which will be separated from any other funds or monies of the
Company. NO INTEREST WILL BE PAID ON SUCH FUNDS HELD BY THE ADMINISTRATOR
PENDING INVESTMENT.
10. HOW DOES A PARTICIPANT CHANGE PARTICIPATION IN, OR WITHDRAW SHARES
FROM, THE PLAN?
Participants may change their reinvestment options, including (i)
changing the reinvestment level (i.e., full, partial or none) of cash dividend
and interest payments on Eligible Securities and (ii) changing the designation
of Eligible Securities on which cash dividend or interest payments are subject
to reinvestment, by delivering written instructions or a new Enrollment Form to
that effect to the Administrator.
Participants may withdraw some or all of the Common Stock credited to
their Accounts from the Plan at any time by delivering withdrawal instructions
to the Administrator. It is suggested that the stub portion of the Statement
of Account be used to notify the Administrator of such withdrawal instructions.
In addition, if the Participant will not be the record holder of the Common
Stock after withdrawal, a stock assignment (stock power) and other necessary
documentation must accompany the stub portion of the Statement of Account.
Upon the Administrator's receipt of the proper documentation, certificates
representing the designated Common Stock will be sent to the Participant, the
Participant's broker or any other person that the Participant has designated.
11. WHEN MAY A PARTICIPANT CHANGE PARTICIPATION IN, OR WITHDRAW SHARES
FROM, THE PLAN?
Any Participant may change participation in, or withdraw from, the
Plan at any time.
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<PAGE> 15
To be effective with respect to a particular cash dividend or interest
payment, any instructions to change reinvestment options must be received by
the Administrator at least five business days prior to the payment date
relating to such cash dividend or interest payment. If such instructions are
not received by the Administrator at least five business days prior to the
payment date, the instructions will not become effective until after such
dividend or interest is paid. The shares of Common Stock purchased with such
funds will be credited to the Participant's Account.
Except as described in the following sentence, if the properly
completed withdrawal instructions with regard to shares of Common Stock
credited to a Participant's Account are received on or after an ex-dividend
date but before the related Dividend Payment Date, the withdrawal will be
processed as described above in the answer to Question 10 and a separate check
for the dividends will be mailed to the Participant following the Dividend
Payment Date. If the properly completed withdrawal instructions with regard to
shares of Common Stock credited to a Participant's Account on which cash
dividends are being reinvested are not received by the Administrator at least
five business days prior to a Dividend Payment Date, the dividends paid on the
Dividend Payment Date will be invested in Common Stock through the Plan, and
(i) if the Participant's withdrawal instructions cover less than all of the
shares of Common Stock credited to such Participant's Account, the newly
purchased shares will be credited to such Participant's Account or (ii) if the
Participant's withdrawal instructions cover all of the shares of Common Stock
credited to such Participant's Account, the withdrawal instructions will not be
processed until after the dividends have been invested in Common Stock through
the Plan, at which time certificates representing all of the shares credited to
such Participant's Account, including the newly purchased shares, will be sent
to the Participant or other designated recipient. (See the answer to Question
18 for the reinvestment level of dividends on shares of Common Stock credited
to a Participant's Account after a withdrawal.)
Certificates representing whole shares of Common Stock withdrawn from
the Plan will be sent to the Participant or designated recipient by First Class
Mail as soon as practicable following the Administrator's receipt of the
required documentation, subject to the provisions of the preceding paragraph.
Alternatively, a Participant may request in writing the Administrator to sell
all or a portion of the Participant's shares, both whole and fractional, that
are held in the Participant's Account under the Plan. Subject to the
conditions expressed herein regarding the processing of withdrawals, such sale
shall be effected by the Independent Agent in accordance with the answer to
Question 16. Withdrawal of shares of Common Stock does not affect reinvestment
of cash dividends on the shares withdrawn unless (i) the Participant is no
longer the record holder of such shares, (ii) the reinvestment is specifically
discontinued by the Participant (see the answer to Question 10) or (iii) the
Participant terminates participation in the Plan (see the answer to Question
20).
12. CAN PARTICIPANTS HAVE A PORTION OF THEIR CASH DIVIDENDS DEPOSITED
DIRECTLY INTO THEIR BANK ACCOUNTS?
Participants who elect not to reinvest all or any portion of cash
dividends on shares of Common Stock credited to their Accounts may receive such
cash dividends by electronic deposit
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<PAGE> 16
to the Participants' predesignated bank, savings, or credit union accounts. To
receive a direct deposit of funds, Participants must complete and sign a Direct
Deposit Authorization Form and return it to the Administrator. Direct deposit
will become effective as promptly as practicable after receipt of a completed
Direct Deposit Authorization Form. Changes in designated direct deposit
accounts may be made by delivering a completed Direct Deposit Authorization
Form to the Administrator.
Cash dividends on shares of Common Stock not designated for
reinvestment and not directly deposited will be paid by check on the applicable
Dividend Payment Date.
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of Common Stock purchased for Participants under the Plan will
be either newly issued shares or shares held in the treasury of the Company or,
at the Company's option, shares of Common Stock purchased in the open market by
an Independent Agent. The primary consideration in determining the source of
funds is expected to be the Company's need to increase equity capital. If the
Company does not need to raise funds externally or if financing needs are
satisfied using non-equity sources of funds to maintain the Company's targeted
capital structure, shares of Common Stock purchased for Participants under the
Plan will be purchased in the open market, subject to the limitation discussed
below for changing the source of shares of Common Stock. As of the date of
this Prospectus, shares of Common Stock purchased for Participants under the
Plan are being purchased in the open market by an Independent Agent. The Plan
limits the Company from changing its determination regarding the source of
purchases of the shares (i.e., from the Company or in the open market) more
than once in any 12-month period. At any time that shares of Common Stock are
purchased for Participants under the Plan in the open market, the Company will
not exercise its right to change the source of purchase of shares of Common
Stock absent a determination by the Company's Board of Directors or Chief
Financial Officer that the Company has a need to increase equity capital or
there is another compelling reason for such change. Participants will be
notified of any change in the source of shares.
Purchases of shares of Common Stock from the Company, whether newly
issued or treasury shares, will be made on the relevant Investment Date at the
average of the high and low sales prices of the Common Stock reported on the
New York Stock Exchange Composite Tape as published in The Wall Street Journal
for the trading date preceding the Investment Date. In the event no trading is
reported for the trading day, the purchase price may be determined by the
Company on the basis of such market quotations as it deems appropriate. No
brokerage commissions or service fees will be charged on shares acquired
directly from the Company.
Purchases in the open market generally will occur within 10 days of
the relevant Investment Date, except where and to the extent necessary under
any applicable federal securities laws or any other governmental or stock
exchange regulations. Funds not invested in Common Stock within 30 days of
receipt will be promptly returned to Participants. The price of any shares of
Common Stock purchased in the open market for Participants will be the weighted
average price per share of the aggregate number of shares purchased for the
relevant Investment Date.
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<PAGE> 17
All brokerage costs and service fees for shares acquired on the open market
will be paid by the Company.
With regard to open market purchases of shares of Common Stock by an
Independent Agent, none of the Company, the Administrator (if it is not also
the Independent Agent) nor any Participant will have any authority or power to
direct the time or price at which shares may be purchased, the markets on which
the shares are to be purchased (including on any securities exchange, in the
over-the-counter market or in negotiated transactions), or the selection of the
broker or dealer (other than any Independent Agent) through or from whom
purchases may be made. The Independent Agent may commingle each Participant's
funds with those of other Participants for the purpose of executing purchase
and sale transactions and may offset purchases of shares against sales of
shares to be made for Participants under the Plan with respect to the same
Investment Date, resulting in a net purchase or a net sale of shares. Dividend
and voting rights will commence upon settlement, whether shares are purchased
from the Company or any other source.
14. HOW MANY SHARES WILL BE PURCHASED FOR THE PARTICIPANT?
The number of shares (including any fraction of a share rounded to
four decimal places) of Common Stock credited to the Account of a Participant
for a particular Investment Date will be determined by dividing the total
amount of cash dividends, interest payments, optional cash investments and/or
initial cash investments to be invested for such Participant on such Investment
Date by the relevant purchase price per share as determined in the answer to
Question 13 above.
15. CAN A PARTICIPANT DEPOSIT SHARES WITH THE ADMINISTRATOR FOR
SAFEKEEPING?
At the time of enrollment, or at any later time, Participants may take
advantage of the Plan's cost-free safekeeping services. Common Stock held in
certificate form by a Participant may be deposited into the Plan, to be held by
the Administrator or its nominee, by delivering a completed Enrollment Form and
such certificates to the Administrator. Such certificates should not be
endorsed. The Company strongly recommends that certificates be sent by
registered or certified mail, with adequate insurance. However, the method
used to submit certificates to the Administrator is at the option and risk of
the Participant.
The shares of Common Stock so deposited will be transferred into the
name of the Administrator or its nominee, as custodian, and credited to the
Participant's Account. Thereafter, such shares of Common Stock will be treated
in the same manner as shares of Common Stock purchased under the Plan and
credited to the Participant's Account. References herein to shares of Common
Stock credited to a Participant's Account will include shares of Common Stock
deposited into the Plan for safekeeping unless otherwise indicated. CASH
DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT
THAT WERE DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE
REINVESTED IN SHARES OF COMMON STOCK UNLESS THE PARTICIPANT NOTIFIES THE
ADMINISTRATOR OTHERWISE ON THE ENROLLMENT FORM.
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<PAGE> 18
16. CAN PARTICIPANTS SELL SHARES OF COMMON STOCK CREDITED TO THEIR
ACCOUNTS?
Participants may request, at any time, that all or a portion of the
shares of Common Stock credited to their Accounts be sold by delivering sale
instructions to the Administrator. It is suggested that the stub portion of
the Statement of Account be used to notify the Administrator of such sale
instructions. ONLY WHOLE SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S
ACCOUNT MAY BE SOLD UNDER THE PLAN. The Administrator will forward the sale
instructions to an Independent Agent within five business days of receipt
(except as described in the following paragraph). An Independent Agent will
sell such shares as soon as practicable after processing the request and will
transmit to the Participant the proceeds of the sale. Sale requests may be
accumulated, but sales transactions generally are made at least once a week on
the open market at prevailing market prices. The applicable sales price will
be the average price of all shares sold by the Independent Agent on that day
or, if the sale is to the Plan, the closing price on the date the Participant's
sale request is executed. Proceeds of shares of Common Stock sold through the
Plan will be paid to the Participant by check. The Independent Agent may
commingle each Participant's funds with those of other Participants for the
purpose of executing sale and purchase transactions and may offset sales of
shares against purchases of shares to be made for Participants under the Plan
with respect to the same Investment Date, resulting in a net purchase or a net
sale of shares.
Except as described in the following sentence, if instructions for the
sale of shares of Common Stock are received by the Administrator on or after an
ex-dividend date but before the related Dividend Payment Date, the sale will be
processed as described above and a separate check for the dividends will be
mailed to the Participant following the Dividend Payment Date. If instructions
for the sale of shares of Common Stock on which cash dividends are being
reinvested are not received by the Administrator at least five business days
prior to a Dividend Payment Date, the dividends paid on that Dividend Payment
Date will be invested in Common Stock through the Plan, and (i) if the
Participant's sale instructions cover less than all of the shares of Common
Stock credited to such Participant's Account, the newly purchased shares will
be credited to such Participant's Account or (ii) if the Participant's sale
instructions cover all of the shares of Common Stock credited to such
Participant's Account, the sale instructions will not be processed until after
the dividends have been invested in Common Stock through the Plan at which time
all of the shares credited to such Participant's Account, including the newly
purchased shares, will be sold and the proceeds transmitted to the Participant.
17. HOW DOES A PARTICIPANT TRANSFER ELIGIBLE SECURITIES?
From a Broker -- Owners of Eligible Securities held beneficially in
"street name" may participate in the Plan with respect to such securities by
either (i) transferring those Eligible Securities which they wish to be subject
to the Plan into their own name and depositing shares of Common Stock into the
Plan for safekeeping and/or electing to reinvest cash dividend or interest
payments on such Eligible Securities in Common Stock or (ii) making
arrangements with the record or registered holder (e.g., their bank, broker or
trustee, who will become the Participant) of such securities to participate in
the Plan on the beneficial owner's behalf. In order to transfer such
securities under clause (i), a Participant must instruct the "street name"
holder to transfer the Eligible Securities to the Participant or in the case of
Common Stock to be deposited into the
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<PAGE> 19
Plan for safekeeping, to the Administrator for credit to the Participant's
Account. If the person is already a Participant, the Eligible Securities must
be transferred to the Participant in the same name in which the Participant's
Account is registered. If the person does not have an Account, participation
in the Plan will commence when the Eligible Securities are registered in such
person's name and a properly completed Enrollment Form is received by the
Administrator.
To a Broker -- Participants wishing to transfer all or any part of the
shares of Common Stock credited to their Accounts to a brokerage account may do
so by delivering to the Administrator transfer instructions and a stock
assignment (stock power) and other necessary documents, acceptable to the
Administrator. The transfer instructions must specify the whole number of
shares of Common Stock, if less than all of such shares credited to the
Participant's Account and the name and address of the brokerage firm to which
the shares are to be transferred, including the name of the specific broker
handling the account and the broker's telephone number. It is suggested that
the stub portion of the Statement of Account be used to provide such transfer
instructions. The transfer will be handled as withdrawals described in the
answers to Questions 10 and 11.
Gift or Transfer of Shares of Common Stock Within the Plan -- If a
Participant wishes to transfer, whether by gift, private sale or otherwise,
ownership of all or a part of the shares of Common Stock credited to such
Participant's Account to the Account of another Participant or to establish by
such transfer an Account for a person or entity not already a Participant, the
Participant may do so by delivering to the Administrator transfer instructions
and a stock assignment (stock power) and other necessary documents. It is
suggested that the stub portion of the Statement of Account be used to provide
such transfer instructions. The transfer will be effected as soon as
practicable following the Administrator's receipt of the required
documentation, subject to the provisions of the second paragraph under the
answer to Question 11. No fraction of a share of Common Stock credited to a
Participant's Account may be transferred unless the Participant's entire
Account is transferred. Requests for interaccount transfers are subject to the
same requirements as for the transfer of securities generally, including the
requirement of a guarantee of signature on the stock assignment. Stock power
forms are available at local banks, brokerage firms and from the Administrator.
(See the answer to Question 18 for the reinvestment level of dividends on
shares of Common Stock credited to a Participant's Account after a transfer.)
Shares of Common Stock so transferred will be credited to the
transferee's Account. Unless a transferee who is already a Participant
otherwise directs the Administrator in writing by completion of an Enrollment
Form, the reinvestment of cash dividends on the transferred shares will be made
in proportion to the reinvestment level (i.e., full, partial or none) of the
other shares of Common Stock credited to the transferee's Account. If the
transferee is not already a Participant, an Account will be opened in the
transferee's name and the transferee may make elections with regard to
reinvestment of cash dividends on such transferred shares and other services
provided by the Plan on the Enrollment Form that is provided. If such
transferee does not make a reinvestment election, all dividends on such
transferred shares will be reinvested to purchase shares of Common Stock.
Unless otherwise requested by the transferor, transferees will be sent a
Statement of Account showing the transfer of such shares into their Accounts.
The
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<PAGE> 20
transferor may request that such Statement of Account be returned to the
transferor for personal delivery.
18. FOLLOWING THE WITHDRAWAL, SALE OR TRANSFER OF SHARES UNDER THE PLAN,
HOW WILL DIVIDENDS ON ANY REMAINING SHARES CREDITED TO AN ACCOUNT BE
REINVESTED?
If a Participant is reinvesting cash dividends paid on only a portion
of the shares of Common Stock credited to the Participant's Account through the
Plan and the Participant elects to sell, withdraw or transfer a portion of such
shares, cash dividends on the remainder of the shares credited to the
Participant's Account, up to the number of shares designated for reinvestment
prior to such sale, withdrawal or transfer, will continue to be reinvested
through the Plan, except where the Participant gives specific instructions to
the contrary in connection with such sale, withdrawal or transfer. For
example, if a Participant who had elected to have cash dividends reinvested
through the Plan on 50 shares of a total of 100 shares of Common Stock credited
to the Participant's Account elected to sell, withdraw or transfer 25 shares,
cash dividends on 50 shares of the remaining 75 shares credited to the Account
would be reinvested through the Plan. If instead the Participant elected to
sell, withdraw or transfer 75 shares, cash dividends on the remaining 25 shares
credited to the Account would be reinvested through the Plan.
19. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant will receive a quarterly Statement of Account showing
all transactions for the Participant's Account during the current calendar
year, the number of shares of Common Stock credited to the Account, the amount
of cash held in the Account and other information for the Account.
Supplemental Statements of Account will be provided in months where the
Participant has made an optional cash investment, deposited, transferred or
withdrawn shares of Common Stock or had cash dividend or interest payments
reinvested in Common Stock. PARTICIPANTS SHOULD RETAIN THESE STATEMENTS OF
ACCOUNT IN ORDER TO ESTABLISH THE COST BASIS, FOR TAX PURPOSES, FOR SHARES OF
COMMON STOCK ACQUIRED UNDER THE PLAN.
Participants will receive copies of all communications sent to holders
of Common Stock. This may include annual reports to shareowners, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
Statements of Account and other communications from the Administrator to
Participants will be addressed to the latest address of record; therefore, it
is important that Participants promptly notify the Administrator of any change
of address.
20. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may at any time terminate participation in the Plan by
notifying the Administrator. Unless otherwise indicated, a request to
terminate participation will be treated as a withdrawal as described in the
answers to Questions 10 and 11. Upon the Administrator's receipt of such
written notification, the Participant will receive (i) a certificate for all of
the whole shares of Common Stock credited to the Participant's Account, (ii)
any dividends, interest
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<PAGE> 21
payments and cash investments credited to the Participant's Account and (iii) a
check representing the proceeds of the sale of any fraction of a share of
Common Stock credited to the Participant's Account.
Alternatively, a Participant may terminate participation and request
that all of the shares of Common Stock credited to the Participant's Account be
sold by the Administrator. It is suggested that this request be indicated on
the stub portion of the Statement of Account. A request to terminate
participation and sell the shares will be treated as a sale as described in the
answer to Question 16.
21. WHO PAYS THE COSTS FOR ADMINISTERING THE PLAN?
The Company will pay all administrative costs and expenses associated
with the Plan and will pay all brokerage commissions and service fees for
shares purchased or sold on the open market. There will be no brokerage
commissions or related service charges for shares of Common Stock purchased
directly from the Company.
22. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT, OR HAS A RIGHTS OFFERING?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to a Participant's Account under the
Plan, or upon any split of such shares, will be credited to the Participant's
Account. Stock dividends or splits distributed on all other shares held by a
Participant and registered in the Participant's own name will be mailed
directly to the Participant. In a rights offering, a Participant's entitlement
will be based upon the Participant's total holdings, including those credited
to the Participant's Account under the Plan. Rights applicable to shares
credited to a Participant's Account under the Plan will be sold by the
Independent Agent and the proceeds will be credited to the Participant's
Account under the Plan and applied as an optional cash payment to the purchase
of shares. Any Participant who wishes to exercise, transfer or sell the rights
applicable to the shares credited to the Participant's Account under the Plan
must request, prior to the record date for the issuance of any such rights,
that the whole shares credited to the Participant's Account be transferred from
the Participant's Account and registered in the Participant's name.
23. CAN A PARTICIPANT USE THE PLAN TO ESTABLISH AN IRA?
Participants may use the Plan to establish an Individual Retirement
Account (IRA) and to make contributions to the IRA or to roll over an existing
IRA or other qualified plan distribution. After being furnished with a copy of
this Prospectus, Participants may open an IRA by completing and signing an IRA
Enrollment Form and returning it to the Administrator with an initial
contribution. The minimum initial investment for an IRA Plan account is $250.
For the purpose of rolling over an existing IRA or a qualified plan
distribution into the Plan, the Maximum Amount does not apply. IRA Enrollment
Forms are available upon request from the Administrator. Investments in IRA's
established under the Plan will be limited to shares of Common Stock.
Participants will not be permitted to purchase or deposit other securities,
whether of the Company or other issuers, through such IRA's.
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<PAGE> 22
An annual administrative fee of $20 will be charged for maintaining
the IRA account. If not paid separately by the Participant, the initial $20
fee will be deducted from the initial investment when the IRA Enrollment Form
is mailed to the Administrator. Thereafter, if not paid separately by the
Participant, the annual fee will be deducted from the Participant's IRA Plan
Account at the beginning of each year by cashing out any shares or fractions of
shares sufficient to cover the amount of the fee.
24. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT
MEETINGS OF SHAREOWNERS?
The shares credited to the Account of a Participant under the Plan
will be voted in accordance with instructions of the Participant given on a
proxy which will be furnished to the Participant or, if such Participant
desires to vote in person at the meeting, a proxy for shares credited to the
Participant's Account under the Plan may be obtained upon written request
received by the Administrator at least 15 days before the meeting. If a
properly signed proxy card is returned without instructions, all of a
Participant's shares credited to the Participant's Account under the Plan will
be voted in accordance with the recommendations of the Company's Board of
Directors in the same manner as for non-participating shareowners who return
signed proxies and do not provide instructions. If the proxy card is not
returned, or is returned unsigned, none of the Participant's Plan shares will
be voted.
25. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE ADMINISTRATOR UNDER
THE PLAN?
In taking action in connection with the Plan, neither the Company, the
Administrator, any Independent Agent nor any agent is liable for any act done
in good faith, or for any omission to act in good faith, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Account upon such Participant's death prior to the receipt of
notice in writing of such death. Participants should recognize that neither
the Company nor the Administrator can assure them of a profit or protect them
against a loss on shares purchased by them under the Plan.
26. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Company has the unqualified right to suspend, amend or terminate
the Plan at any time. This right enables the Company to make any change to the
Plan that it deems appropriate. Any suspension, amendment or termination of
the Plan will be announced by the Company to all Participants in the Plan.
27. WHO INTERPRETS AND REGULATES THE PLAN?
The officers of the Company are authorized to take such actions to
carry out the Plan as may be consistent with the Plan's terms and conditions.
The Company reserves the right to interpret and regulate the Plan as the
Company deems desirable or necessary in connection with the Plan's operations.
-21-
<PAGE> 23
28. CAN THE COMPANY TERMINATE A PARTICIPANT'S PARTICIPATION IN THE PLAN?
The Company reserves the right to terminate any Participant's
participation in the Plan after written notice mailed in advance to such
Participant at the address appearing on the Administrator's records. A
Participant whose participation has been terminated will receive (i) a
certificate for all of the whole shares of Common Stock credited to such
Participant's Account, (ii) any dividends, interest payments and cash
investments credited to such Participant's Account and (iii) a check
representing the proceeds of the sale of any fraction of a share of Common
Stock credited to such Participant's Account.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain provisions of the Federal
income tax laws as in effect on the date of this Prospectus. These provisions
of the Federal income tax laws are subject to change. In those states which
have income tax laws, the tax consequences of participation may differ. Since
individual tax situations may vary, each Participant is urged to consult a tax
advisor. The following discussion applies to reinvested dividends and interest
and optional cash payments that are applied on or after January 1, 1986, to
purchase Common Stock pursuant to the Plan. For transactions pursuant to the
Plan prior to January 1, 1986 (including the sale of any Common Stock acquired
pursuant to the Plan prior to January 1, 1986), participants are urged to
consult the Prospectus for the Plan, dated December 7, 1983. The following
rules may not be applicable to certain Participants, such as tax-exempt
entities (e.g., pension funds and IRA's) and foreign shareowners. These
particular Participants are urged to consult their own tax advisors concerning
the tax consequences applicable to their situation.
In general, Participants in the Plan have the same Federal income tax
obligations with respect to their dividends and interest as do shareowners or
mortgage bond holders who are not participating in the Plan. As a result,
Participants will be treated for Federal income tax purposes as having
received, on the dividend or interest payment date, a dividend equal to the
full amount of the cash dividend payable on such date with respect to the
Participant's shares or an interest payment equal to the full amount of the
cash interest payment payable on such date with respect to the Participant's
first mortgage bonds, as the case may be, even though the amount is not
actually received by the Participant in cash, but, instead, is applied pursuant
to the Plan to the purchase of Common Stock. IN ADDITION, PARTICIPANTS WILL BE
TREATED AS HAVING RECEIVED ADDITIONAL INCOME EQUAL TO THE PARTICIPANT'S SHARE
OF BROKERAGE COMMISSIONS PAID BY THE COMPANY IN CONNECTION WITH THE PURCHASE OF
SHARES ON THE OPEN MARKET. There are no brokerage commissions charged for
shares purchased directly from the Company. Shares acquired with reinvested
dividends or interest will have a tax basis equal to the amount paid for the
shares, increased by any brokerage commissions treated as additional income to
the Participant.
The purchase of Common Stock pursuant to the Plan with optional cash
payments will not result in taxable income to the Participant except to the
extent of any brokerage commissions paid by the Company. There are no
brokerage commissions charged for shares purchased directly from the Company.
Shares purchased with optional cash payments will have a tax basis
-22-
<PAGE> 24
equal to the amount paid for the shares, increased by any brokerage commission
treated as taxable income to the Participant.
A Participant will not realize any taxable income when certificates
for whole shares credited to the Participant's account under the Plan are
issued to the Participant. However, Participants recognize gain or loss when
shares acquired under the Plan (including fractions of a share) are sold at the
request of participants through the Administrator or are sold by Participants
themselves after withdrawal from or termination of the Plan. The amount of
such gain or loss will be the difference between (i) the amount which the
Participant receives for such shares or fraction of a share plus any brokerage
commissions paid by the Company and (ii) the tax basis thereof.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the purchase of shares of Common Stock, either
newly issued shares or shares held in the treasury of the Company, directly
from the Company, or, at the Company's option, by an Independent Agent on the
open market. As of the date of this Prospectus, shares of Common Stock
purchased for Participants under the Plan are being purchased in the open
market by an Independent Agent. The Plan provides that the Company may not
change its determination regarding the source of purchases of shares under the
Plan more than once in any 12-month period. The primary consideration in
determining the source of shares of Common Stock to be used for purchases under
the Plan is expected to be the Company's need to increase equity capital. If
the Company does not need to raise funds externally or if financing needs are
satisfied using non-equity sources of funds to maintain the Company's targeted
capital structure, shares of Common Stock purchased for Participants under the
Plan will be purchased in the open market, subject to the aforementioned
limitation on changing the source of shares of Common Stock.
The Company will pay all administrative costs and expenses associated
with the Plan and any brokerage commissions and related service charges
incurred on purchases and sales of shares of Common Stock made in the open
market. There will be no brokerage commissions or related service charges for
shares of Common Stock purchased directly from the Company.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company includes 100,000,000
shares of Common Stock. Each share of Common Stock offered hereby includes an
associated preferred stock purchase right (a "Right"). The shares of Series A
Preferred Stock have been initially reserved for issuance upon exercise of the
Rights. The description of each of the Common Stock and the Rights are
incorporated by reference into this Prospectus. See "Incorporation of Certain
Documents by Reference" for information on how to obtain a copy of these
descriptions. At April 28, 1995, there were 40,354,387 shares of Common Stock
issued and outstanding.
-23-
<PAGE> 25
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Rainey, Ross, Rice & Binns.
-24-
<PAGE> 26
<TABLE>
<S> <C>
=========================================================== ==========================================================
OKLAHOMA GAS
AND ELECTRIC
No dealer, salesman or other person has COMPANY
been authorized to give any information or to make
any representations in connection with this offering 3,000,000 Shares
other than those contained in this Prospectus, and,
if given or made, such information or Common Stock
representations must not be relied upon as having (par value $2.50 per share)
been authorized by the Company. This Prospectus
does not constitute an offer to sell, or a __________
solicitation of an offer to buy, any of the PROSPECTUS
securities offered hereby in any jurisdiction to any __________
person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the AUTOMATIC DIVIDEND
delivery of this Prospectus nor any sale made REINVESTMENT AND STOCK
hereunder shall, under any circumstances, create any PURCHASE PLAN
implication that there has been no change in the
affairs of the Company or of the Plan since the date
of this Prospectus or that the information set forth
herein is correct as of any time subsequent to the
date.
JUNE __, 1995
=========================================================== ==========================================================
</TABLE>
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Registrant in connection with the issuance and sale of
the Common Stock:
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933, as amended . . . . . . $36,078
State qualification fees and expenses . . . . . . . . . . . . . . . . . . 5,000
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000
Accounting services . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Legal fees to Company counsel . . . . . . . . . . . . . . . . . . . . . . 35,000
Miscellaneous, including travel, telephone tolls, stationery, postage and
other out-of-pocket expenses . . . . . . . . . . . . . . . . . . . . . . 18,922
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000
</TABLE>
________________
All items are estimated except the first.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provisions of the Annotated Oklahoma Statutes provided that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity
subject to certain limitations and conditions set forth in the statutes.
Substantially similar provisions that require such indemnification are
contained in the Company's Restated Certificate of Incorporation, which is
filed as Exhibit 4.01 to the Company's Post- Effective Amendment No. Three to
Registration Statement No. 2-94973 and incorporated herein by this reference.
The Company's Restated Certificate of Incorporation also contains provisions
limiting the liability of the Company's directors in certain instances. The
Company has an insurance policy covering its directors and officers against
certain personal liability, which may include liabilities under the Securities
Act of 1933.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4.01 Restated Certificate of Incorporation, as amended (filed as Exhibit 4.01 to the Registrant's Post-Effective
Amendment No. Three to Registration Statement No. 2-94973 and incorporated herein by reference).
4.02 By-laws (filed as Exhibit 4.02 to the Registrant's Post-Effective Amendment No. Three to Registration Statement
No. 2-94973 and incorporated by reference herein).
</TABLE>
II - 1
<PAGE> 28
<TABLE>
<S> <C>
4.03 Rights Agreement, dated December 11, 1990 between Oklahoma Gas and Electric Company and Liberty National Bank and
Trust Company of Oklahoma City, as Rights Agent (filed as Exhibit 4.1 to the Registrant's Form 8-K dated December
11, 1990 (file No. 1-1097) and incorporated by reference herein).
5.01 Opinion of counsel as to legality of the Common Stock offered hereby.
23.01 Consents of expert and legal counsel.
24.01 Power of attorney.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby also undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
II - 2
<PAGE> 29
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II - 3
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, and State
of Oklahoma on the 2nd day of June, 1995.
OKLAHOMA GAS AND ELECTRIC COMPANY
(Registrant)
By: J.G. Harlow, Jr.
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
J.G. Harlow, Jr. Chairman of the Board of Directors, Principal June 2, 1995
Executive Officer and Director;
A.M. Strecker Principal Financial Officer; and June 2, 1995
D.L. Young Principal Accounting Officer. June 2, 1995
</TABLE>
_________________
HERBERT H. CHAMPLIN Director;
WILLIAM E. DURRETT Director;
MARTHA W. GRIFFIN Director;
HUGH L. HEMBREE, III Director;
JOHN F. SNODGRASS Director;
BILL SWISHER Director;
JOHN A. TAYLOR Director; and
RONALD H. WHITE Director.
By: J.G. HARLOW, JR.
(attorney-in-fact) June 2, 1995
II - 4
<PAGE> 31
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.01 Restated Certificate of Incorporation, as amended (filed as Exhibit 4.01 to the Registrant's Post-Effective Amendment
No. Three to Registration Statement No. 2-94973 and incorporated herein by reference).
4.02 By-laws (filed as Exhibit 4.02 to the Registrant's Post-Effective Amendment No. Three to Registration Statement No.
2-94973 and incorporated by reference herein).
4.03 Rights Agreement, dated December 11, 1990 between Oklahoma Gas and Electric Company and Liberty National Bank and
Trust Company of Oklahoma City, as Rights Agent (filed as Exhibit 4.1 to the Registrant's Form 8-K dated December 11,
1990 (file No. 1-1097) and incorporated by reference herein).
5.01 Opinion of counsel as to legality of the Common Stock offered hereby.
23.01 Consents of expert and legal counsel.
24.01 Power of attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5.01
RAINEY, ROSS, RICE & BINNS
735 FIRST NATIONAL CENTER WEST
OKLAHOMA CITY, OKLAHOMA 73102
June 2, 1995
Oklahoma Gas and Electric Company
101 North Robinson
Oklahoma City, Oklahoma 73101
Re: 3,000,000 shares of Common Stock, par value $2.50 per share, of
Oklahoma Gas and Electric Company issued pursuant to the
Automatic Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
We have participated in the proceedings taken by Oklahoma Gas and
Electric Company in connection with the proposed issuance of the Common Stock
referred to above pursuant to the Company's Automatic Dividend Reinvestment and
Stock Purchase Plan (the "Additional Shares"). We have examined all records,
instruments and documents which we have deemed necessary for the purpose of
this opinion, including the Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, relating to the Additional Shares to be
filed by the Company pursuant to said Act.
Based upon the foregoing and upon our general familiarity with the
properties and affairs of the Company, we are of the opinion that:
1. the Company is a validly organized and legally existing
corporation, in good standing under the laws of the State of
Oklahoma and that it is legally qualified and authorized to
operate and conduct its business in the State of Oklahoma.
2. when, as and if the Additional Shares have been duly issued
and delivered, and the consideration for the Additional Shares
has been duly received by the Company, all in the manner
contemplated by said Registration Statement, the Additional
Shares will be legally issued, fully paid, and non-assessable
shares of stock of the Company.
<PAGE> 2
3. the statements made in the above-mentioned Registration
Statement and in the related Prospectus purporting to be made
or based upon our opinion correctly set forth our opinion upon
said respective matters.
Respectfully,
RAINEY, ROSS, RICE & BINNS
BY:/s/ HUGH D. RICE
<PAGE> 1
EXHIBIT 23.01
CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
January 26, 1995, included in the Oklahoma Gas and Electric Company Form 10-K
for the year ended December 31, 1994 and to all references to our Firm included
in this Registration Statement.
ARTHUR ANDERSEN
Oklahoma City, Oklahoma
June 2, 1995
<PAGE> 2
EXHIBIT 23.01
CONSENT
We hereby consent to the use of our name in the Registration
Statement, including the accompanying Prospectus, of Oklahoma Gas and Electric
Company to be filed with the Securities and Exchange Commission and to which
this consent is filed as an Exhibit and to the use of our opinion filed as
Exhibit 5.01 to the Registration Statement.
RAINEY, ROSS, RICE & BINNS
Oklahoma City, Oklahoma
June 2, 1995 By: /s/ HUGH D. RICE
<PAGE> 1
EXHIBIT 24.01
POWER OF ATTORNEY
WHEREAS, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation
(herein referred to as the "Company"), is to file with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, a Registration Statement relating to the issuance of and sale of an
additional 3,000,000 shares of Common Stock, par value $2.50 per share,
pursuant to a new Plan (herein, the "Plan") that will combine the Company's
existing Customers' Stock Purchase Plan and the Company's existing Automatic
Dividend Reinvestment and Stock Purchase Plan into one Plan, and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his or her name, respectively:
NOW THEREFORE, each of the undersigned hereby constitutes and appoints
J. G. HARLOW, JR., A. M. STRECKER and D. L. YOUNG, and each of them
individually, his or her attorney, with full power to act for the undersigned
and in the undersigned's name, place and stead, to sign the undersigned's name
in the capacity or capacities set forth below to a post-effective amendment to
the existing Registration Statement for the Customers' Stock Purchase Plan, a
Registration Statement relating to the issuance of and sale of not more than an
additional 3,000,000 shares of Common Stock pursuant to the Plan and to any and
all amendments (including post-effective amendments) to such Registration
Statement, and hereby ratifies and confirms all that said attorney may or shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
18th day of May 1995.
J. G. Harlow, Jr., Chairman and President, /s/ J. G. HARLOW, JR.
Principal Executive Officer and Director -------------------------
Herbert H. Champlin, Director /s/ HERBERT H. CHAMPLIN
-------------------------
William E. Durrett, Director /s/ WILLIAM E. DURRETT
-------------------------
Martha W. Griffin, Director /s/ MARTHA W. GRIFFIN
-------------------------
Hugh L. Hembree, Director /s/ HUGH L. HEMBREE
-------------------------
John F. Snodgrass, Director /s/ JOHN F. SNODGRASS
-------------------------
Bill Swisher, Director /s/ BILL SWISHER
-------------------------
John A. Taylor, Director /s/ JOHN A. TAYLOR
-------------------------
Ronald H. White, M.D., Director /s/ RONALD H. WHITE, M.D.
-------------------------
A. M. Strecker, Principal Financial Officer /s/ A. M. STRECKER
-------------------------
D. L. Young, Principal Accounting Officer /s/ D. L. YOUNG
-------------------------
STATE OF OKLAHOMA )
) SS
COUNTY OF OKLAHOMA )
On the date indicated above, before me Shirley Kay Phinney a Notary
Public in and for said County and State, personally appeared the above named
directors and officers of OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma
corporation, and known to me to be the persons whose names are subscribed to
the foregoing instrument, and they severally acknowledged to me that they
executed the same as their own free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the 18th day of May 1995
/s/ SHIRLEY KAY PHINNEY
------------------------------------------------------------------
Notary Public in and for the county of Oklahoma, State of Oklahoma
My Commission Expires:
3-7-98
