<PAGE> 1
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1994 Commission File Number 1-1097
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0382390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 405-553-3000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
so registered each class is registered
------------------- ------------------------------
Common Stock New York Stock Exchange
Common Stock Pacific Stock Exchange
Preferred Stock 4% Cumulative New York Stock Exchange
First Mortgage Bonds, Series due 1995 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 28, 1995, Common Shares outstanding were 40,354,387. Based
upon the closing price on the New York Stock Exchange on February 28, 1995, the
aggregate market value of the voting stock held by nonaffiliates of the Company
was: Common Stock $1,421,022,063 and 4% Cumulative Preferred Stock $4,976,724.
The proxy statement for the 1995 annual meeting of shareowners is
incorporated by reference into Part III of this Report.
________________________________________________________________________________
<PAGE> 2
Oklahoma Gas and Electric Company
Amendment to 1994 Form 10-K
The Company is filing this amendment to its Annual Report on Form
10-K for the year ended December 31, 1994, to amend Exhibit 99.01 - 1994 Form
11-K Annual report for Oklahoma Gas and Electric Company Employees' Retirement
Savings Plan. This amendment includes the financial statements for the Form
11-K. The amended Form 11-K follows the signature page and exhibit index.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma
City, and State of Oklahoma on the 27th day of April 1995.
OKLAHOMA GAS AND ELECTRIC COMPANY
(REGISTRANT)
/s/ D. L. YOUNG
By D. L. Young
Controller
(On behalf of the Registrant in his
capacity as Principal Accounting Officer)
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------
<S> <C>
99.01 Amendment to 1994 Form 11-K Annual Report for Oklahoma Gas and
Electric Company Employees' Retirement Savings Plan.
</TABLE>
<PAGE> 1
Exhibit 99.01
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
ANNUAL REPORT
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1994 Commission File Number 1-1097
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
OKLAHOMA GAS AND ELECTRIC COMPANY
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office)
- --------------------------------------------------------------------------------
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Oklahoma Gas and Electric Company Employees' Retirement Savings Plan has
duly caused this Amendment to its Annual Report on Form 11-K to be signed on
its behalf by the undersigned member of the Committee having the responsibility
for the administration of the Plan, thereunto duly authorized, in the City of
Oklahoma City and State of Oklahoma on the 27th day of April, 1995.
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
By /s/ DONALD R. ROWLETT
-------------------------------------
Donald R. Rowlett
Member
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Oklahoma Gas and Electric Company
Employee Retirement Savings Plan Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the Oklahoma Gas and Electric Company Employees' Retirement Savings
Plan as of December 31, 1994 and 1993, and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1994.
These financial statements and the schedules referred to below are the
responsibility of the Employee Retirement Savings Plan Committee. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Oklahoma Gas and Electric Company Employees' Retirement Savings Plan as of
December 31, 1994 and 1993, and the changes in its net assets available for
plan benefits for the year ended December 31, 1994 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 1994, and the schedule of
reportable transactions for the year ended December 31, 1994, are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
March 16, 1995
<PAGE> 4
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fidelity Management Trust Company
------------------------------------------------------------------------
OG&E Asset Asset Managed
Common Asset Manager: Manager: Income Loan
Stock Fund Manager Growth Income Portfolio Fund
------------ ------------ ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Cash $ 245,189 $ - $ - $ - $ - $ -
Investments, at market value:
Common stock of Oklahoma Gas and
Electric Company 88,057,500 - - - - -
Fidelity U.S. Government Fund 1,188,157 - - - - -
Fidelity Asset Manager - 7,277,180 - - - -
Fidelity Asset Manager: Growth - - 12,635,770 - - -
Fidelity Asset Manager: Income - - - 2,318,634 - -
Fidelity Managed Income Portfolio - - - - 14,922,234 -
Loan Fund - - - - - 8,623,512
------------ ------------ ------------ ----------- ------------ -----------
Total Investments 89,245,657 7,277,180 12,635,770 2,318,634 14,922,234 8,623,512
Contributions receivable:
Participants 42,293 15,328 36,925 2,730 8,225 48,173
Company 50,409 - - - - -
Dividends and interest receivable 1,782,690 - - - - -
------------ ------------ ------------ ----------- ------------ -----------
Net assets available for
plan benefits $ 91,366,238 $ 7,292,508 $ 12,672,695 $ 2,321,364 $ 14,930,459 $ 8,671,685
============ ============ ============ =========== ============ ===========
<CAPTION>
Total
------------
<S> <C>
Cash $ 245,189
Investments, at market value:
Common stock of Oklahoma Gas and
Electric Company 88,057,500
Fidelity U.S. Government Fund 1,188,157
Fidelity Asset Manager 7,277,180
Fidelity Asset Manager: Growth 12,635,770
Fidelity Asset Manager: Income 2,318,634
Fidelity Managed Income Portfolio 14,922,234
Loan Fund 8,623,512
------------
Total Investments 135,022,987
Contributions receivable:
Participants 153,674
Company 50,409
Dividends and interest receivable 1,782,690
------------
Net assets available for
plan benefits $137,254,949
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 5
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Bank of Oklahoma, N.A. Fidelity Management Trust Company
---------------------------- ---------------------------------------------
Company Fixed OG&E Asset
Common Income Common Asset Manager:
Stock Fund Fund Stock Fund Manager Growth
------------ -------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
Cash $ - $ - $ - $ - $ -
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company 1,998,222 - 113,296,775 - -
Fidelity U.S. Government fund - - 588,812 - -
Fidelity Asset Manager - - - 83,843 -
Fidelity Asset Manager: Growth - - - - 179,707
Fidelity Asset Manager: Income - - - - -
Fidelity Managed Income Portfolio - - - - -
Loan Fund - - - - -
------------ -------------- ------------ --------------- --------------
Total Investments 1,998,222 - 113,885,587 83,843 179,707
Contributions receivable:
Participants - - 64,253 22,211 45,631
Company - - 71,100 - -
Dividends and interest receivable 35,914 - 2,036,594 - -
Interfund receivable (payable) - - 247,263 - -
------------ -------------- ------------ --------------- --------------
Net assets available for
plan benefits $ 2,034,136 $ - $116,304,797 $ 106,054 $ 225,338
============ ============== ============ =============== ==============
<CAPTION>
Fidelity Management Trust Company
----------------------------------------------------
Asset Managed
Manager: Income Loan
Income Portfolio Fund Total
------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Cash $ - $ - $ - $ -
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company - - - 115,294,997
Fidelity U.S. Government fund - - - 588,812
Fidelity Asset Manager - - - 83,843
Fidelity Asset Manager: Growth - - - 179,707
Fidelity Asset Manager: Income 15,792 - - 15,792
Fidelity Managed Income Portfolio - 26,528,163 - 26,528,163
Loan Fund - - 9,010,267 9,010,267
------------- ------------ ---------- ------------
Total Investments 15,792 26,528,163 9,010,267 151,701,581
Contributions receivable:
Participants 4,508 14,623 - 151,226
Company - - - 71,100
Dividends and interest receivable - - - 2,072,508
Interfund receivable (payable) - (247,263) - -
------------- ------------ ---------- ------------
Net assets available for
plan benefits $ 20,300 $ 26,295,523 $9,010,267 $153,996,415
============= ============ ========== ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Bank of
Oklahoma, N.A. Fidelity Management Trust Company
-------------- ----------------------------------------------------------------------------
Company OG&E Asset Asset Managed
Common Common Asset Manager: Manager: Income Loan
Stock Fund Stock Fund Manager Growth Income Portfolio Fund
------------ ------------ ---------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
plan benefits at beginning
of year $ 2,034,136 $116,304,797 $ 106,054 $ 225,338 $ 20,300 $26,295,523 $9,010,267
------------ ------------ ---------- ----------- ---------- ----------- ----------
Investment income:
Dividends - 1,516,489 313,609 345,697 116,908 935,749 -
Interest 513 29,756 247 569 55 4,475 -
Interest on loans - 350,652 76,526 198,675 15,826 45,047 -
Appreciation (depreciation)
in market value of
investments:
Common stock - (3,576,378) - - - - -
Mutual funds - - (897,449) (1,577,949) (150,779) - -
Contributions:
Participants - 3,234,690 1,127,701 2,635,013 227,102 667,986 -
Company - 3,783,704 - - - - -
Realized gain (loss) on sale or
distribution of investments - (1,600,457) (267,064) (310,507) (46,995) - -
------------ ------------ ---------- ----------- ---------- ----------- ----------
Total additions (reductions) 513 3,738,456 353,570 1,291,498 162,117 1,653,257 -
Distributions to participants - (14,463,662) (1,611,952) (914,305) (349,937) (4,283,291) (2,317,730)
------------ ------------ ---------- ----------- ---------- ----------- ----------
Net additions (reductions) 513 (10,725,206) (1,258,382) 377,193 (187,820) (2,630,034) (2,317,730)
------------ ------------ ---------- ----------- ---------- ----------- ----------
Transfer between funds, net (2,034,649) (14,213,353) 8,444,836 12,070,164 2,488,884 (8,735,030) 1,979,148
------------ ------------ ---------- ----------- ---------- ----------- ----------
Net assets available for
plan benefits at end of year $ - $ 91,366,238 $7,292,508 $12,672,695 $2,321,364 $14,930,459 $8,671,685
============ ============ ========== =========== ========== =========== ==========
<CAPTION>
Total
------------
<S> <C>
Net assets available for
plan benefits at beginning
of year $153,996,415
------------
Investment income:
Dividends 3,228,452
Interest 35,615
Interest on loans 686,726
Appreciation (depreciation)
in market value of
investments:
Common stock (3,576,378)
Mutual funds (2,626,177)
Contributions:
Participants 7,892,492
Company 3,783,704
Realized gain (loss) on sale or
distribution of investments (2,225,023)
------------
Total additions (reductions) 7,199,411
Distributions to participants (23,940,877)
------------
Net additions (reductions) (16,741,466)
------------
Transfer between funds, net -
------------
Net assets available for
plan benefits at end of year $137,254,949
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES:
The Oklahoma Gas and Electric Company Employees' Thrift Plan (the "Plan") and
the Oklahoma Gas and Electric Company Employees' Thrift Trust (the "Trust")
were adopted by the Board of Directors of Oklahoma Gas and Electric Company
("OG&E" or the "Company") on November 10, 1981, and became effective January 1,
1982. The Plan, a defined contribution trusteed plan, was amended September 1,
1994 and is renamed the Oklahoma Gas and Electric Company Employees' Retirement
Savings Plan. Bank of Oklahoma, N.A., was the Trustee under the Plan pursuant
to an agreement with the Company through November 30, 1993. Fidelity
Management Trust Company ("Fidelity") became the Trustee of the Plan effective
December 1, 1993 and is responsible for the safekeeping and investment of all
contributions made to the Trust.
Effective December 1, 1993, participants may contribute any whole percentage
between 2% and 15% of their compensation. The first 6% of contributions are
called "Regular Contributions," and any contributions over 6% of compensation
are called "Supplementary Contributions." Participants may designate at their
discretion all or any portion of their Regular and Supplementary Contributions
to the Plan as a salary reduction contribution under Section 401(k) of the
Internal Revenue Code. Under Section 401(k) of the Internal Revenue Code, the
portion of the participant's base salary that is contributed as a "Tax-Deferred
Contribution" will not be subject to Federal income tax until such portion is
withdrawn or distributed from the Plan. Company contributions to the Plan are
made monthly. Participants can direct that all of their contributions be
invested in multiples of 1% in any one or all of the following five investment
funds, each with a specific investment portfolio goal:
OG&E Common Stock Fund - consists of shares of the Company's common
stock contributed by the Company or purchased by the Trustee.
Fidelity Asset Manager - goal of approximately 40% stocks, 40% bonds
and 20% short-term instruments.
Fidelity Asset Manager: Growth - goal of approximately 65% stocks,
30% bonds and 5% short-term instruments.
Fidelity Asset Manager: Income - goal of approximately 20% stocks,
30% bonds and 50% short-term instruments.
Fidelity Managed Income Portfolio - consists of short-term and
long-term investment contracts.
In February 1995, three investment fund options were added as follows:
Fidelity Growth & Income Portfolio - consists of foreign and domestic
stocks and debt securities.
Fidelity Blue Chip Growth Fund - consists of common stocks of well
known, established growth companies.
Fidelity Contrafund - consists of common stocks from companies that
the Fund's manager believes are undervalued or show potential for
growth.
<PAGE> 8
-2-
The accompanying financial statements have been prepared on the accrual basis
of accounting. Investments are carried at market value determined from quoted
market prices when available or management's estimate of fair market value.
Unrealized appreciation in the market value of investments, disclosed in Note
4, represents the change in the difference between the market value and the
cost at the beginning and end of year including the effect of acquisitions and
distributions during the year. Realized gains/losses on sales or dispositions
and appreciation/depreciation of plan assets included in the statements of
changes in net assets available for plan benefits are based on the change in
the market value of the assets at the beginning of the plan year or at the time
of purchase during the year.
Participation in the Plan is voluntary. Employees are eligible to become
participants in the Plan after completing one year of service as defined in the
Plan. Prior to December 1, 1993, participants could contribute 2%, 4% or 6% of
their base salary ("Regular Contributions") to the Plan. In addition,
participants making Regular Contributions of 6% could also make additional
contributions to the Plan of 2%, 4% or 6% of their base salary ("Supplemental
Contributions").
Prior to December 1, 1993, the Plan allowed participants at their discretion to
designate, in increments of 2% of their base salary, all or any portion of
their Regular and Supplemental Contributions to the Plan as a salary reduction
contribution under Section 401(k) of the Internal Revenue Code. All such
contributions so designated were considered "Tax-Deferred Contributions."
The Company contributes to the Plan on behalf of each participant an amount
equal to 50% of the participant's Regular Contribution for participants with
less than 20 years of Plan participation, as defined in the Plan, and an amount
equal to 75% of the participant's Regular Contribution for participants with 20
or more years of participation in the Plan. No Company contributions are made
with respect to the participant's Supplementary (or supplemental) Contribution.
The Company's contribution can be made either in cash or in shares of the
Company's common stock. If the Company contributes cash, such cash is used to
purchase common stock of the Company.
Prior to December 1, 1993, participants could direct that all their
contributions be invested in multiples of 10% in one or both of the following
two investment funds:
Company Common Stock Fund - consists of shares of the Company's common
stock contributed by the Company or purchased by the Trustee. Dividends
are reinvested in additional shares of the Company's common stock.
Fixed Income Fund - consists of a portfolio of instruments including U.S.
Treasury Bills and Notes and other obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities; certificates of
deposit and bankers' acceptances; and commercial paper and other debt
obligations issued by U.S. corporations. The specific investments are
determined by the Trustee.
Participants' Regular and Supplementary (or supplemental) Contributions are
fully vested and nonforfeitable. Participants become vested as to 30% of the
amount in their Company contribution account upon the completion of their third
year of service with the Company, and become vested as to an additional 10%
upon the completion of the following year and 20% for each subsequent year of
participation in the Plan. In addition, participants become fully vested when
they are eligible for retirement under the Company Employees' Retirement Plan
or in the event of death, permanent disability or attainment of age 65.
Forfeitures of the Company's contributions resulting from termination of the
participant's interest in the Plan are used to reduce the Company's future
contributions. Forfeitures will be reinstated if the participant is reemployed
by the Company and returns to the Plan within five years.
The Plan is a qualified plan under provisions of Section 401(a) of the Internal
Revenue Code and is exempt from Federal income taxes under provisions of
Section 501(a) of the Internal Revenue Code. The Plan has been amended since
receiving the determination letter, dated March 5, 1987. The Company is in the
process of obtaining a determination letter regarding subsequent amendments.
However, the Company is of the opinion that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, the Company believes the Plan is qualified and
continues to be tax exempt. Participants on whose behalf Company contributions
are made are not taxed on the amounts contributed by the Company or on any
income earned thereon until the receipt of a distribution pursuant to the terms
of the Plan. The taxation of income earned on Plan assets attributable to
participants' contributions to the Plan is also deferred until distribution is
made. The amount of income taxes applicable to the participants or their
beneficiaries upon distribution is prescribed by the Internal Revenue Code and
is dependent upon the method of distribution.
<PAGE> 9
-3-
The Plan is administered by a committee appointed by the Board of Directors of
the Company (the "Financial Programs Committee"). Expenses of administering
the Plan are expected to be paid by the Company; however, if not paid by the
Company, such expenses will be charged to the Trust.
The Company intends to continue the Plan indefinitely, but reserves the right
to alter, amend, modify, revoke or terminate the Plan at any time upon the
direction of the Company's Board of Directors. If the Plan is terminated for
any reason, the interests of all participants will be fully vested, and the
Employee Retirement Savings Plan Committee will direct that the participants'
account balances be distributed as soon as practical. The Company has no
continuing liability under the Plan after the final disposition of the assets
of the Plan.
2. LOANS TO PARTICIPANTS:
The maximum amount which a participant may borrow is the lesser of $50,000 or
50% of the participant's allocated vested share of the Plan assets. The loans
are secured by a portion of the amounts remaining in the participant's account.
The Plan allows participants on leave of absence to obtain loans from their
account. All loans granted must be repaid pursuant to a written repayment
schedule not to exceed five years and evidenced by a written promissory note
signed by the borrower. Borrowed amounts do not share in the earnings and
losses of the investment funds. Rather, when the loan is repaid, the interest
on the loan is credited to the participant's account in the Plan.
Interest rates were established by the Employee Retirement Savings Plan
Committee prior to December 1, 1993. After December 1, 1993, the interest rate
is equal to the "prime rate," as published in the Wall Street Journal on the
first business day of the month, plus 1%. The average effective rate in 1994
and 1993 was 8.14% and 8.95%, respectively.
If a participant should terminate from the Plan, any outstanding loan balance
is converted to a distribution.
Loan activity for 1994 was as follows:
<TABLE>
<S> <C>
Balance at Beginning of the Year $ 9,010,267
New Loans 5,907,075
Repayment of Principal (6,245,657)
------------
Balance at End of Year $ 8,671,685
============
</TABLE>
Interest applicable to these loans during 1994 was $686,726.
3. AMOUNTS DUE TO TERMINATED EMPLOYEES:
There are no amounts payable to participants no longer participating in the
Plan at December 31, 1994.
<PAGE> 10
-4-
4. UNREALIZED APPRECIATION:
The amount of unrealized appreciation of investments (original cost compared to
market value) at December 31, 1993 and 1994, and the related net change during
1994 is set forth below:
<TABLE>
<S> <C>
Unrealized appreciation at December 31, 1993 $ 17,793,660
Decrease during 1994 (15,956,945)
-----------
Unrealized appreciation at December 31, 1994 $ 1,836,715
============
</TABLE>
5. INVESTMENTS:
Investments of Company common stock, in the Company (and OG&E) Common Stock
Fund at December 31, 1994 and 1993, of $88,057,500 and $115,294,997,
respectively, are carried at market value ($33.125 per share and $37.00 per
share at December 31, 1994 and 1993, respectively) and are comprised of
2,658,247 and 3,116,081 shares, respectively. The market value per common
share was $34.75 at March 16, 1995, the date of the accompanying report of
independent public accountants.
The aggregate market value and proceeds of investments sold and distributed are
determined on a specific asset basis and were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1994
--------------------------------------------------------
Proceeds/
Market Value Distribution
at 1/1/94 Value Gains/(Loss)
---------------- -------------- ------------
<S> <C> <C> <C>
OG&E Common Stock Fund $44,054,761 $42,454,304 ($1,600,457)
Asset Manager 4,688,660 4,421,596 (267,064)
Asset Manager Growth 6,467,929 6,157,422 (310,507)
Asset Manager Income 1,591,268 1,544,273 (46,995)
Managed Income Portfolio 22,365,109 22,365,109 -
</TABLE>
<PAGE> 11
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
(a)* (b) Issuer (c) Description of Investment (d) Cost (e) Market Value
---- ----------------------- ------------------------------------------------ ---------------- ----------------
<S><C> <C> <C> <C>
* Oklahoma Gas and Common stock, $2.50 par value $ 83,677,517 $ 88,057,500
Electric Company
Fidelity U.S. Government fund, variable interest rate 1,188,157 1,188,157
Fidelity Asset Manager, mutual fund 8,139,289 7,277,180
Fidelity Asset Manager: Growth, mutual fund 14,156,825 12,635,770
Fidelity Asset Manager: Income, mutual fund 2,470,695 2,318,634
Fidelity Managed Income Portoflio, mutual fund 14,930,277 14,922,234
Participant Loans, average interest rate of 8,623,512 8,623,512
------------ ------------
8.14%
Total investments $133,186,272 $135,022,987
============ ============
</TABLE>
* Party in interest
<PAGE> 12
Page 1 of 2
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Identity of Party Description of Purchase Selling Lease
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental
------------ ------------------ ----------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Purchases:
237 Fidelity Mgmt. Trust Co. Oklahoma Gas and $21,245,373 $ - $ -
OG&E Common Stock Fund Electric Company
Common Stock
216 Fidelity Mgmt. Trust Co. Asset Manager 12,779,446 - -
234 Fidelity Mgmt. Trust Co. Asset Manager: Growth 20,501,941 - -
180 Fidelity Mgmt. Trust Co. Asset Manager: Income 4,044,889 - -
233 Fidelity Mgmt. Trust Co. Managed Income 10,767,290 - -
Portfolio
<CAPTION>
Expenses
Incurred in Current Value
Connection of Asset on
Number of with Cost of Transaction Net Gain
Transactions (f) Transaction (g) Asset (h) Date (i) or (Loss)
------------ --------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
237 $ - $21,245,373 $21,245,373 $ -
216 - 12,779,446 12,779,446 -
234 - 20,501,941 20,501,941 -
180 - 4,044,889 4,044,889 -
233 - 10,767,290 10,767,290 -
</TABLE>
Schedules of party-in-interest transactions, obligations in default and leases
in default, and investment assets acquired and disposed within the plan year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE> 13
Page 2 of 2
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Identity of Party Description of Purchase Selling Lease
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental
------------ ----------------- ----------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Sales and Redemptions:
230 Fidelity Mgmt. Trust Co. Oklahoma Gas and
OG&E Common Stock Fund Electric Company Common $ - $42,454,304 $ -
Stock
189 Fidelity Mgmt. Trust Co. Asset Manager - 4,421,596 -
210 Fidelity Mgmt. Trust Co. Asset Manager: Growth - 6,157,422 -
126 Fidelity Mgmt. Trust Co. Asset Manager: Income - 1,544,273 -
216 Fidelity Mgmt. Trust Co. Managed Income - 22,365,109 -
Portfolio
<CAPTION>
Expenses
Incurred in Current Value
Connection of Asset on
Number of with Cost of Transaction Net Gain
Transactions (f) Transaction (g) Asset (h) Date (i) or (Loss)
------------ --------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
230
$ - $39,732,236 $ 42,454,304 $ 2,722,068
189 - 4,722,848 4,421,596 (301,252)
210 - 6,521,334 6,157,422 (363,912)
126 - 1,589,916 1,544,273 (45,643)
216 - 22,365,109 22,365,109 -
</TABLE>
Schedules of party-in-interest transactions, obligations in default and leases
in default, and investment assets acquired and disposed within the plan year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------
<S> <C>
1.01 Consent of Independent Public Accountants
</TABLE>
<PAGE> 15
EXHIBIT 1.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated March 16, 1995 included in the Oklahoma Gas and Electric
Company Employees' Retirement Savings Plan Form 11-K for the year ended
December 31, 1994, into the previously filed Post-Effective Amendment No. One
to Form S-3 Registration Statement No. 33-32870, Form S-8 Registration
Statement No. 33-35833, Post-Effective Amendment No. Three to Form S-3
Registration Statement No. 2-94973, and Form S-8 Registration Statement No.
33-52169.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma,
April 27, 1995
