<PAGE>
REG. NO. 33-32870
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. TWO
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C>
OKLAHOMA 73-0382390
(State or other jurisdiction (I.R.S. Employer
of
incorporation or Identification
organization) No.)
</TABLE>
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)
JAMES G. HARLOW, JR.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
OKLAHOMA GAS AND ELECTRIC COMPANY
101 NORTH ROBINSON, P.O. BOX 321
OKLAHOMA CITY, OKLAHOMA 73101-0321
(405) 553-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<S> <C>
WITH COPY TO: WITH COPY TO:
PETER D. CLARKE, ESQ. ROBERT A. YOLLES, ESQ.
Gardner, Carton & Douglas Jones, Day, Reavis & Pogue
321 North Clark Street 77 West Wacker Drive
Chicago, Illinois 60610 Chicago, Illinois 60601
(312) 245-8685 (312) 782-3939
</TABLE>
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
First Mortgage Bonds.......... (1)(2) (1) $100,000,000(1)(2) $25,000(3)
Senior Notes..................
</TABLE>
(1) Not applicable pursuant to the Note following the Calculation Fee table and
General Instruction II.D. to Form S-3; however, in no event will the
aggregate maximum offering price of all securities issued and sold pursuant
to this Registration Statement exceed $100,000,000.
(2) Pursuant to Rule 429, in addition to the $100,000,000 aggregate principal
amount of securities registered with this registration statement, the
combined prospectus contained herein will utilize $120,000,000 aggregate
principal amount of securities that were registered on Registration
Statement No. 33-61821, for which a registration fee of $50,863 was paid.
(3) Calculated pursuant to Rule 457(o). Fee was paid at the time of filing the
original registration statement.
------------------------------
PURSUANT TO RULE 429, THE COMBINED PROSPECTUS CONTAINED HEREIN SHALL APPLY
TO REGISTRATION STATEMENT NO. 33-61821 AS TO $120,000,000 AGGREGATE PRINCIPAL
AMOUNT OF SECURITIES AND THIS REGISTRATION STATEMENT AS TO $100,000,000
AGGREGATE PRINCIPAL AMOUNT OF SECURITIES.
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<PAGE>
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.
<PAGE>
SUBJECT TO COMPLETION, AUGUST 17, 1995
PROSPECTUS
OKLAHOMA GAS AND ELECTRIC COMPANY
FIRST MORTGAGE BONDS
SENIOR NOTES
------------------
Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"),
may offer from time to time up to $220,000,000 aggregate principal amount of its
first mortgage bonds or senior notes (collectively, the "Securities"), in one or
more series on terms to be determined at the time or times of sale. The specific
terms of each issue of Securities, together with the terms of the offering of
such issue, will be set forth in an accompanying prospectus supplement (a
"Prospectus Supplement"). The applicable Prospectus Supplement will set forth
with regard to the particular Securities being offered (the "Offered
Securities"), the designation or designations, aggregate principal amount, rate
or rates (or method of calculation) and times and place of any payment of
interest, maturity or maturities, offering price, any sinking fund or other
redemption terms and other specific terms of such Offered Securities.
The Securities will be represented either by Global Securities registered in
the name of The Depository Trust Company ("DTC"), as depository ("Depository"),
or its nominee, or by securities in certificated form issued to the registered
owners thereof, as set forth in the applicable Prospectus Supplement. Interests
in Global Securities will be shown on, and transfers thereof will be effected
only through, records maintained by the Depository and its participants. Global
Securities will not be issuable as certificated securities except in
circumstances described herein or in the applicable Prospectus Supplement.
The Company may sell the Securities through underwriters or dealers,
directly to a limited number of institutional purchasers or through agents. See
"PLAN OF DISTRIBUTION." The applicable Prospectus Supplement will set forth the
names of such underwriters, dealers or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from such sale. See
"PLAN OF DISTRIBUTION" for possible indemnification arrangements for
underwriters, dealers, agents and purchasers.
------------------------
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 .
<PAGE>
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 an electric
public utility company with its principal executive offices located at 101 North
Robinson, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. Telephone (405)
553-3000.
The Company is the largest operating electric utility in Oklahoma. The
Company owns and operates an interconnected electric production, transmission
and distribution system which includes eight active generating stations with a
total capability of 5,637,300 kilowatts. The Company's wholly-owned subsidiary,
Enogex Inc., owns and operates more than 3,000 miles of natural gas transmission
and gathering pipeline and, through its wholly-owned subsidiaries, has interests
in four gas processing plants, markets natural gas and natural gas products and
invests in the exploration and production of natural gas. (See "Restructuring"
below.) The Company furnishes retail electric service in 270 communities and
contiguous rural and suburban territories in Oklahoma and western Arkansas
(population served estimated by the Company at 1,400,000). It also sells
electric energy at wholesale for resale in six communities and to two rural
electric cooperatives in those states. The area served by the Company embraces
approximately 30,000 square miles, which includes Oklahoma City, the largest
city in Oklahoma, and the section of Arkansas in the general area of Ft. Smith,
the second largest city in Arkansas. Of the total 276 communities served, 247
are located in Oklahoma and 29 in Arkansas. Approximately 91% of the Company's
electric operating revenues for the year ended December 31, 1994, was derived
from sales in Oklahoma and approximately 9% from sales in Arkansas.
RESTRUCTURING
The Company has proposed a corporate restructuring (the "Restructuring")
under which it will become the subsidiary of a newly-formed holding company (the
"Holding Company"), and the Company's Common Stock will be exchanged on a
share-for-share basis for Common Stock of the Holding Company. Following the
Restructuring, Enogex Inc. will become a direct subsidiary of the Holding
Company and will cease to be a subsidiary of the Company. The Company's Current
Report on Form 8-K dated August 3, 1995, filed with the Securities and Exchange
Commission (the "Commission") and incorporated by reference in this Prospectus,
includes pro forma financial information for the Company as of June 30, 1995 and
December 31, 1994, and for the six months ended June 30, 1995 and each of the
three years in the period ended December 31, 1994, after giving effect to the
Restructuring and the transfer by the Company of Enogex Inc. and its
subsidiaries ("Enogex") to the Holding Company as if they had occurred on
January 1, 1992. The Restructuring is subject to certain conditions, including
shareowner approval and the receipt of regulatory approvals. The Securities and
other outstanding indebtedness of the Company will not be transferred or
exchanged in the Restructuring and, following the Restructuring, will remain
direct obligations of the Company with the same terms as in effect immediately
prior to the Restructuring.
INFORMATION INCORPORATED BY REFERENCE
The following documents, as filed by the Company with the Commission, are
incorporated herein by reference: (i) Form 10-K Annual Report of the Company for
the year ended December 31, 1994 as amended by the Form 10-K/A filed April 27,
1995 and the Form 10-K/A-2 filed May 22, 1995; (ii) Form 10-Q Quarterly Reports
of the Company for the quarters ended March 31, 1995 and June 30, 1995 and (iii)
Form 8-K Current Reports of the Company dated July 26, 1995 and August 3, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, 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 respective dates 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
2
<PAGE>
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 Ms. Irma B. Elliott, Secretary, Oklahoma Gas
and Electric Company, 101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma
73101-0321, (405) 553-3196.
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 Commission. Such reports, proxy
statements and other information on file can be inspected and copied at the
public reference offices of the Commission currently at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois
60661; and 7 World Trade Center, New York, New York 10045; 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 10015, and at the offices of the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104 and 618
South Spring Street, Los Angeles, California 90014, on which exchanges the
Company's Common Stock is listed. The Company is not required to, and does not,
provide annual reports to holders of its debt securities unless specifically
requested by a holder.
The Company has filed with the Commission registration statements on Form
S-3 (herein, together with all amendments and exhibits, referred to collectively
as the "Registration Statement") under the Securities Act of 1933, as amended.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities will be used (i) in connection with the payment at maturity or the
redemption, refunding, refinancing or purchase of certain currently outstanding
first mortgage bonds of the Company (the "Prior Securities") and (ii) for
general corporate purposes (including payment of short-term debt incurred to
finance construction expenditures and for issuance costs). The specific
allocation of the net proceeds of a particular series of Offered Securities and
information relating to the particular Prior Securities, if any, to be paid at
maturity, redeemed, refunded, refinanced or purchased will be described in the
Prospectus Supplement related thereto. Any Prior Securities purchased will be
purchased at a price not in excess of the then-current redemption price
applicable to such securities. In case of the redemption, refunding or purchase
of Prior Securities, proceeds of the Offered Securities may be applied to pay
any redemption premium or purchase price in excess of the principal amount.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
12 MONTHS ENDED ------------------------------------------
JUNE 30, 1995 1994 1993 1992 1991
--------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Consolidated Ratio of Earnings to Fixed Charges.............. 3.36 3.57 3.30 3.01 3.62
Pro Forma Ratio of Earnings to Fixed Charges................. 3.43 3.75 3.35 2.98 3.63
<CAPTION>
1990
---------
<S> <C>
Consolidated Ratio of Earnings to Fixed Charges.............. 3.85
Pro Forma Ratio of Earnings to Fixed Charges................. 4.02
</TABLE>
3
<PAGE>
For purposes of these ratios, "Earnings" consist of the aggregate of net
income, taxes on income, investment tax credit (net) and "fixed charges." "Fixed
charges" consist of interest on long-term debt, related amortization, interest
on short-term borrowings and a calculated portion of rents considered to be
interest. The pro forma ratios (which exclude the results of Enogex) give effect
to the Restructuring and the transfer by the Company of Enogex to the Holding
Company as if they occurred at January 1, 1990.
The annual interest requirements on the long-term debt of the Company and
its subsidiaries outstanding at June 30, 1995, was $58,218,282. On a pro forma
basis, the annual interest requirements on the Company's long-term debt
outstanding at June 30, 1995 was $54,676,902.
SELECTED CONSOLIDATED AND PRO FORMA FINANCIAL INFORMATION
The following table presents selected financial information of the Company
on a consolidated basis and pro forma basis. The pro forma income summary gives
effect to the Restructuring described under the caption "OKLAHOMA GAS AND
ELECTRIC COMPANY -- Restructuring" and the transfer of Enogex to the new Holding
Company, as if they had occurred at January 1, 1992. The pro forma
capitalization summary gives effect to the Restructuring and the transfer of
Enogex as if they had occurred at June 30, 1995. The following financial
information is presented in thousands, except percentages:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1994 1993 1992
12 MONTHS ENDED ------------- ------------- -------------
JUNE 30, 1995
---------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income Summary:
Operating Revenues............................... $ 1,275,189 $ 1,355,168 $ 1,447,252 $ 1,314,984
Operating Income................................. 190,562 200,466 195,153 177,004
Net Income....................................... 114,600 123,785 114,277 99,712
Pro Forma Income Summary (unaudited)(1)(2):
Operating Revenues............................... $ 1,143,800 $ 1,196,898 $ 1,282,816 $ 1,193,993
Operating Income................................. 169,747 180,824 175,997 157,569
Net Income....................................... 102,909 113,795 104,730 88,293
</TABLE>
<TABLE>
<CAPTION>
AS OF JUNE 30, 1995
------------------------------------------------------
(UNAUDITED)
ACTUAL PRO FORMA(1)(2)
-------------------------- --------------------------
AMOUNT % AMOUNT %
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Capitalization Summary:
Long-Term Debt (excluding current maturities)............ $ 731,215 43.76% $ 725,115 46.45%
Preferred Stock.......................................... 49,973 2.99 49,973 3.20
Common Stock Equity...................................... 889,745 53.25 786,037 50.35
------------- ----------- ------------- -----------
$ 1,670,933 100.00% $ 1,561,125 100.00%
------------- ----------- ------------- -----------
------------- ----------- ------------- -----------
<FN>
------------------------
1. Enogex's assets, liabilities, equity and results of operations have been
eliminated from consolidated Company amounts to reflect the transfer of
ownership and control of Enogex from the Company to the Holding Company.
2. After the transaction, the Company will not retain ownership of Enogex.
Consequently, intercompany transactions between the Company and Enogex have
not been eliminated in the pro forma financial statements.
The most significant intercompany transactions are transmission fees and
related charges to the Company from Enogex, whose core business has been to
transport natural gas to the Company power plants. The amount of these
charges were $44.6 million for the 12 months ended June 30, 1995; $44.8
million for the year ended December 31, 1994; $54.9 million for the year
ended December 31, 1993; and $55.0 million for the year ended December 31,
1992.
</TABLE>
4
<PAGE>
SECURITIES
The Securities may be issued in one or more series as first mortgage bonds
or as notes or debentures secured by the Company's first mortgage bonds or, in
the circumstances described under the caption "DESCRIPTION OF SENIOR NOTES --
Security; Release Date," as unsecured notes or debentures (such notes and
debentures are herein referred to as "Senior Notes"). In addition, following the
Release Date (as defined below), any outstanding Senior Notes that are secured
by the Company's first mortgage bonds when issued, will cease to be secured and
will become unsecured general obligations of the Company. Senior Notes will be
issued under an indenture (the "Senior Note Indenture"), the form of which is an
exhibit to the Registration Statement, between the Company and Boatmen's First
National Bank of Oklahoma, as trustee (the "Senior Note Trustee"), and are
described below under the caption "DESCRIPTION OF SENIOR NOTES"). First mortgage
bonds (the "New Bonds") will be issued under the Trust Indenture dated February
1, 1945 as heretofore supplemented and amended by supplemental trust indentures
and a new supplemental trust indenture for each such series of New Bonds all
from the Company to Boatmen's First National Bank of Oklahoma, as successor
trustee (such Trust Indenture, as supplemented and as to be supplemented, is
herein referred to as the "First Mortgage Indenture"). The New Bonds are
described below under the caption "FIRST MORTGAGE BONDS AND FIRST MORTGAGE
INDENTURE."
There is no requirement, under either the Senior Note Indenture or the First
Mortgage Indenture (collectively, the "Indentures"), that future issues of debt
securities of the Company be issued under the Indentures, and the Company will
be free to employ other indentures or documentation, containing provisions
different from those included in the Indentures or applicable to one or more
issues of Securities, in connection with future issues of such other debt
securities.
DESCRIPTION OF SENIOR NOTES
GENERAL
____The following summaries of certain provisions of the Senior Note Indenture
do not purport to be complete and are subject to, and qualified in their
entirety by, all of the provisions of the Senior Note Indenture which is
incorporated herein by this reference and the form of which is an exhibit to the
Registration Statement of which this Prospectus is a part. References to Section
numbers under this caption are references to the Section numbers of the Senior
Note Indenture.
Until the Release Date (as defined below), the Senior Notes will be secured
as to payment of principal and interest by one or more series of the Company's
first mortgage bonds issued, pledged and delivered by the Company to the Senior
Note Trustee. See "Security; Release Date." FOLLOWING THE RELEASE DATE, THE
SENIOR NOTES WILL CEASE TO BE SECURED AS TO THE PAYMENT OF PRINCIPAL AND
INTEREST, WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY AND WILL RANK
ON A PARITY WITH OTHER UNSECURED INDEBTEDNESS OF THE COMPANY. The Senior Note
Indenture provides that, in addition to the Senior Notes offered hereby,
additional Senior Notes may be issued thereunder, without limitation as to
aggregate principal amount, provided that, prior to the Release Date, the amount
of Senior Notes that may be issued cannot exceed the amount of first mortgage
bonds that the Company is able to issue under its First Mortgage Indenture. See
"FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE -- Issuance of Additional
Bonds." At June 30, 1995, the Company could issue $713 million of additional
first mortgage bonds at an assumed 8.5% interest rate.
The Senior Note Indenture provides that the Senior Notes will be issued in
one or more series, may be issued at various times, may have differing maturity
dates and may bear interest at differing rates. The Prospectus Supplement
applicable to each issue of Senior Notes will specify: (1) the designation and
aggregate principal amount of such Senior Notes; (2) the date on which such
Senior Notes will mature; (3) the interest rate or rates, or method of
calculation of such rate or rates, on such Senior Notes, and the date from which
such interest shall accrue; (4) the dates on which such interest will be
payable; (5) the record dates for payments of interest; (6) any redemption
terms; (7) the period or periods within which, the price or prices at which and
the terms and conditions upon which such
5
<PAGE>
Senior Notes may be repaid, in whole or in part, at the option of the holder
thereof; and (8) other specific terms applicable to such Senior Notes. Unless
otherwise indicated in the applicable Prospectus Supplement, the Senior Notes
will be denominated in United States currency in minimum denominations of $1,000
and integral multiples thereof, except that the denomination of any Senior Note
issued in the form of a Global Security will not exceed $200,000,000 without the
approval of the Depository.
Unless otherwise indicated in the applicable Prospectus Supplement, there
are no provisions in the Senior Note Indenture or the Senior Notes that require
the Company to redeem, or permit the holders to cause a redemption of, the
Senior Notes or that otherwise protect the holders in the event that the Company
incurs substantial additional indebtedness, whether or not in connection with a
change in control of the Company. However, any change in control transaction
that involves the incurrence of additional long-term indebtedness (as notes,
first mortgage bonds or otherwise) by the Company in such a transaction would
require approval of state utility regulatory authorities and, possibly, of
federal utility regulatory authorities. (See "OKLAHOMA GAS AND ELECTRIC COMPANY
-- Restructuring.") Management believes that such approvals would be unlikely in
any transaction that would result in the Company, or a successor to the Company,
having a highly leveraged capital structure.
REGISTRATION, TRANSFER AND EXCHANGE
Senior Notes of any series will be exchangeable for other Senior Notes of
the same series of any authorized denominations and of a like aggregate
principal amount and tenor. (Section 2.06)
Unless otherwise indicated in the applicable Prospectus Supplement, Senior
Notes may be presented for registration of transfer (duly endorsed or
accompanied by a duly executed written instrument of transfer), at the office of
the Senior Note Trustee and maintained for such purpose with respect to any
series of Senior Notes and referred to in the applicable Prospectus Supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the Senior Note Indenture. Such transfer or exchange
will be effected upon being satisfied with the documents of title and indemnity
of the person making the request. (Section 2.06 and 2.07)
In the event of any redemption of Senior Notes of any series, the Trustee
will not be required to exchange or register a transfer of any Senior Notes of
such series selected, called or being called for redemption except, in the case
of any Senior Note to be redeemed in part, the portion thereof not to be so
redeemed. (Section 2.06) See "BOOK-ENTRY SYSTEM."
PAYMENT AND PAYING AGENTS
Principal of and interest and premium, if any, on Senior Notes issued in the
form of Global Securities will be paid in the manner described below under the
caption "BOOK-ENTRY SYSTEM." Unless otherwise indicated in the applicable
Prospectus Supplement, interest on Senior Notes that are in the form of
certificated securities will be paid by check mailed to the person entitled
thereto at such person's address at it appears in the register for the Senior
Notes maintained by the Senior Note Trustee; however, a holder of Senior Notes
of one or more series under the Senior Note Indenture in the aggregate principal
amount of $10,000,000 or more having the same interest payment dates will be
entitled to receive payments of interest by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by
the Senior Note Trustee on or prior to the applicable regular record date.
(Section 2.12) Unless otherwise indicated in the applicable Prospectus
Supplement, the principal of, and interest at maturity and premium, if any, on
Senior Notes in the form of certificated securities will be payable in
immediately available funds at the office of the Senior Note Trustee. (Section
2.12)
All monies paid by the Company to a paying agent for the payment of
principal of, interest or premium, if any, on any Senior Note which remain
unclaimed at the end of two years after such
6
<PAGE>
principal, interest or premium shall have become due and payable will be repaid
to the Company and the holder of such Senior Note will thereafter look only to
the Company for payment thereof. (Section 5.04)
SECURITY; RELEASE DATE
Until the Release Date (as defined below), the Senior Notes will be secured
as to payment of principal and interest by one or more series of the Company's
first mortgage bonds (see "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE")
issued, pledged and delivered by the Company to the Senior Note Trustee ("Senior
Note Mortgage Bonds"). Each series of Senior Note Mortgage Bonds will have the
same stated rate or rates of interest (or interest calculated in the same
manner), payment dates, maturity dates and redemption provisions as the Senior
Notes which they secure. Satisfaction of the Company's obligations with respect
to principal of, and interest on, the Senior Notes will satisfy the Company's
obligations with respect to principal of, and interest on, the Senior Note
Mortgage Bonds securing such Senior Notes. (Section 4.11) THE RELEASE DATE WILL
BE THE DATE THAT ALL FIRST MORTGAGE BONDS ("FIRST MORTGAGE BONDS") OF THE
COMPANY ISSUED AND OUTSTANDING UNDER THE FIRST MORTGAGE INDENTURE (OTHER THAN
SENIOR NOTE MORTGAGE BONDS) HAVE BEEN RETIRED (AT, BEFORE OR AFTER THE MATURITY
THEREOF) THROUGH PAYMENT OR REDEMPTION (INCLUDING THOSE FIRST MORTGAGE BONDS
DEEMED TO BE PAID WITHIN THE MEANING OF THE FIRST MORTGAGE INDENTURE). FROM AND
AFTER THE RELEASE DATE, THE SENIOR NOTE MORTGAGE BONDS SHALL CEASE TO SECURE THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SENIOR NOTES, AND THE SENIOR
NOTES WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY. (Section 4.11)
Until the Release Date, the Senior Note Mortgage Bonds secure the payment of the
principal of and interest on the Senior Notes; however, at no time will they
secure the payment of any premium on the Senior Notes. Each series of Senior
Note Mortgage Bonds will be a series of First Mortgage Bonds of the Company, all
of which are secured by a lien on certain property owned by the Company. In
certain circumstances, the Company is permitted to reduce the aggregate
principal amount of the Senior Note Mortgage Bonds held by the Senior Note
Trustee, but in no event to an amount lower than the aggregate principal amount
of the outstanding Senior Notes which they secure. (Section 4.08) The Company is
permitted to issue, pledge and deliver to the Senior Note Trustee additional
First Mortgage Bonds to secure other issuances of Senior Notes under the Senior
Note Indenture. Following the Release Date, the Company will cause the First
Mortgage Indenture to be closed and the Company will not issue any additional
First Mortgage Bonds under the First Mortgage Indenture.
EVENTS OF DEFAULT
The following constitute events of default under the Senior Note Indenture:
(a) default in the payment of principal of and premium, if any, on any Senior
Note when due and payable whether at the stated maturity thereof, upon
redemption thereof (provided that such redemption is not conditioned upon the
deposit of sufficient moneys for such redemption) or upon declaration of
acceleration or otherwise; (b) default in the payment of interest on any Senior
Note when due which continues for 30 days; (c) default in the performance or
breach of any other covenant or warranty of the Company in the Senior Note
Indenture and the continuation thereof for 60 days after written notice to the
Company as provided in the Senior Note Indenture; (d) prior to the Release Date,
the occurrence of a completed default under the First Mortgage Indenture, of
which the First Mortgage Trustee (hereinafter defined), the Company or the
holders of at least 25% in aggregate principal amount of the outstanding Senior
Notes have given written notice thereof to the Senior Note Trustee; and (e)
certain events of bankruptcy, insolvency or reorganization of the Company.
(Section 8.01)
If an event of default occurs and is continuing, either the Senior Note
Trustee or the holders of a majority in principal amount of the outstanding
Senior Notes may declare the principal amount of all Senior Notes to be due and
payable immediately. Upon such acceleration of the Senior Notes, the Senior Note
Trustee is empowered to cause the mandatory redemption of the Senior Note
Mortgage Bonds. At any time after an acceleration of the Senior Notes has been
declared, but before a judgment or decree of the immediate payment of the
principal amount of the Senior Notes has been obtained and so long as all First
Mortgage Bonds have not been accelerated, if the Company pays or deposits with
the Senior Note Trustee a sum sufficient to pay all matured installments of
interest and the
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principal and any premium which has become due otherwise than by acceleration
and all defaults shall have been cured or waived, then such payment or deposit
will cause an automatic rescission and annulment of the acceleration of the
Senior Notes. (Section 8.01)
The Senior Note Indenture provides that the Senior Note Trustee generally
will be under no obligation to exercise any of its rights or powers under the
Senior Note Indenture at the request or direction of any of the holders unless
such holders have offered to the Senior Note Trustee indemnity acceptable to the
Senior Note Trustee. (Section 9.02) The holders of a majority in principal
amount of the outstanding Senior Notes generally will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Senior Note Trustee, or of exercising any trust or power conferred on the
Senior Note Trustee, with respect to the Senior Notes. (Section 8.07) Each
holder of any Senior Note has the right to institute a proceeding with respect
to the Senior Note Indenture, but such right is subject to certain conditions
precedent specified in the Senior Note Indenture. (Section 8.04) The Senior Note
Indenture provides that the Senior Note Trustee, within 90 days after the
occurrence of a default with respect to the Senior Notes, is required to give
the holders of the Senior Notes notice of such default, unless cured or waived,
but, except in the case of default in the payment of principal of, or premium,
if any, or interest on any Senior Notes, the Senior Note Trustee may withhold
such notice if it determines in good faith that it is in the interest of such
holders to do so. (Section 8.08) The Company is required to deliver to the
Senior Note Trustee each year a certificate as to whether or not, to the
knowledge of the officers signing such certificate, the Company is in compliance
with the conditions and covenants under the Senior Note Indenture. (Section
6.06)
MODIFICATION
Modification and amendment of the Senior Note Indenture may be effected by
the Company and the Senior Note Trustee with the consent of the holders of a
majority in principal amount of the outstanding Senior Notes affected thereby,
provided that no such modification or amendment may, without the consent of the
holder of each outstanding Senior Note affected thereby, (a) change the stated
maturity of any installment of principal of, or interest on, any Senior Note or
any premium payable on the redemption thereof, or change the redemption price;
(b) reduce the principal amount of, or the interest or premium payable on, any
Senior Note or reduce the amount of principal that could be declared due and
payable prior to the stated maturity; (c) change the coin or currency of any
payment of principal of, or any premium or interest on, any Senior Note; (d)
impair the right of a holder to institute suit for the enforcement of any
payment on or with respect to any Senior Note; (e) reduce the percentage in
principal amount of outstanding Senior Notes, the consent of the holders of
which is required to modify or amend the Senior Note Indenture; (f) impair the
security interest of the Senior Note Trustee in the Senior Note Mortgage Bonds
held by it or, prior to the Release Date, reduce the principal amount of Senior
Note Mortgage Bonds securing the Senior Notes to an amount less than the
principal amount of the Senior Notes or alter the payment provisions of such
Senior Note Mortgage Bonds in a manner adverse to the holders of the Senior
Notes; or (g) modify the foregoing requirements or reduce the percentage of
outstanding Senior Notes necessary to waive any past default to less than a
majority. Modification and amendment of the Senior Note Indenture may be
effected by the Company and the Senior Note Trustee without the consent of the
holders (a) to add to the covenants of the Company for the benefit of the
holders or to surrender a right conferred on the Company in the Senior Note
Indenture; (b) to add further security for the Senior Notes; or (c) to make
certain other modifications, generally of a ministerial or immaterial nature.
(Sections 13.01 and 13.02)
DEFEASANCE AND DISCHARGE
The Senior Note Indenture provides that the Company will be discharged from
any and all obligations in respect to the Senior Notes and the Senior Note
Indenture (except for certain obligations such as obligations to register the
transfer or exchange of Senior Notes, replace stolen, lost or mutilated Senior
Notes and maintain paying agencies) if, among other things, the Company
irrevocably deposits with the Senior Note Trustee, in trust for the benefit of
holders of Senior Notes, money or United States government obligations, or any
combination thereof, which through the payment of
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interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient, without reinvestment, to make all
payments of principal of, and any premium and interest on, the Senior Notes on
the dates such payments are due in accordance with the terms of the Senior Note
Indenture and the Senior Notes; provided that the Company shall also have
delivered to the Senior Note Trustee an opinion of counsel to the effect that
the holders of the Senior Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or discharge of the
Senior Note Indenture. Thereafter, the holders of Senior Notes must look only to
such deposit for payment of the principal of, and interest and any premium on,
the Senior Notes. (Section 5.01)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company will not consolidate with or merge into any other corporation or
sell, transfer or otherwise convey all or substantially all its assets unless
the successor or transferee corporation assumes by supplemental indenture the
due and punctual payment of the principal and premium and interest on all the
Senior Notes and the performance of every covenant of the Senior Note Indenture
to be performed or observed by the Company and, prior to the Release Date,
unless the successor or transferee corporation assumes the Company's obligations
under the First Mortgage Indenture with respect to the Senior Note Mortgage
Bonds. Upon any such consolidation, merger, sale, transfer or conveyance of all
or substantially all of the assets of the Company, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under the Senior Note Indenture with the
same effect as if such successor corporation had been named as the Company
therein and the Company will be released from all obligations under the Senior
Note Indenture. The Senior Note Indenture defines all or substantially all of
the assets of the Company as being 50% or more of the total assets of the
Company as shown on the balance sheet of the Company as of the end of the prior
year and specifically permits any such sale, transfer or conveyance during a
calendar year of less than 50% of total assets without the consent of the
holders of the Senior Notes. (Sections 12.01 and 12.02)
RESIGNATION OR REMOVAL OF NOTE TRUSTEE
The Senior Note Trustee may resign at any time upon written notice to the
Company specifying the day upon which the resignation is to take effect and such
resignation will take effect immediately upon the later of the appointment of a
successor Senior Note Trustee and such specified day. (Section 9.10)
The Senior Note Trustee may be removed at any time by an instrument or
concurrent instruments in writing filed with the Senior Note Trustee and signed
by the holders, or their attorneys-in-fact, of at least a majority in principal
amount of the then outstanding Senior Notes. In addition, so long as no event of
default or event which, with the giving of notice or lapse of time or both,
would become an event of default has occurred and is continuing, the Company may
remove the Senior Note Trustee upon notice to the holder of each Senior Note
outstanding and the Senior Note Trustee, and appointment of a successor Senior
Note Trustee. (Section 9.10)
CONCERNING THE SENIOR NOTE TRUSTEE
Boatmen's First National Bank of Oklahoma is the Senior Note Trustee under
the Senior Note Indenture. The Company maintains banking relationships with the
Senior Note Trustee in the ordinary course of business. The Senior Note Trustee
also acts as trustee for the Company's First Mortgage Bonds.
FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE
GENERAL
The New Bonds, including any series of Senior Note Mortgage Bonds issued as
security for Senior Notes, will be a series of First Mortgage Bonds issued under
the Trust Indenture dated February 1,
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1945 as heretofore supplemented and amended by supplemental trust indentures and
a new supplemental trust indenture for such series of New Bonds (the "New
Supplemental Indenture"), all from the Company to Boatmen's First National Bank
of Oklahoma, as successor Trustee (the "First Mortgage Trustee") to The First
National Bank and Trust Company of Oklahoma City. The Trust Indenture as so
amended and supplemented and as to be further amended and supplemented by the
New Supplemental Indenture and any such subsequent supplemental indenture or
indentures is hereinafter referred to as the "First Mortgage Indenture." Copies
of the First Mortgage Indenture, the supplemental indentures and the form of the
New Supplemental Indenture are filed as exhibits to the Registration Statement
of which this Prospectus is a part. The following summaries of certain
provisions of the First Mortgage Indenture do not purport to be complete and are
subject to, and qualified in their entirety by, the detailed provisions of the
First Mortgage Indenture which are incorporated herein by this reference.
References to Article and Section numbers under this caption are references to
Article and Section numbers of the First Mortgage Indenture unless otherwise
indicated. Unless the context indicates otherwise, words or phrases defined in
the First Mortgage Indenture are capitalized and used with the same meanings
herein. Excluding the New Bonds, as of June 30, 1995, 13 series of First
Mortgage Bonds in an aggregate principal amount of $653.5 million currently are
outstanding under the First Mortgage Indenture.
TERMS OF NEW BONDS
The New Bonds will be issued initially as fully registered bonds in
denominations of a multiple of $1,000 each. New Bonds may be issued in temporary
form if, for any reason, the Company is unable to deliver New Bonds in
definitive form. Principal and interest are to be payable in Oklahoma City, New
York or Chicago. The New Bonds will be interchangeable in the manner provided in
Article II of the New Supplemental Indenture. No charge will be made for any
exchange or transfer of New Bonds, other than for any taxes or other
governmental charges.
Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the series of New Bonds being
offered thereby: (1) the designation and aggregate principal amount of such New
Bonds; (2) the date on which the New Bonds will mature; (3) the rate per annum
(or method of calculation) at which such New Bonds will bear interest and the
date from which such interest shall accrue; (4) the dates on which such interest
will be payable; (5) the record dates for payments of interest; (6) any
redemption terms; (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which New Bonds may be repaid, in whole
or in part, at the option of the holder thereof; and (8) other specific terms
applicable to New Bonds.
SECURITY FOR NEW BONDS
In the opinions of counsel for the Company, the New Bonds, when issued, will
be secured by the First Mortgage Indenture, which constitutes a first mortgage
lien, subject only to Permissible Encumbrances, upon all the property of the
Company (except as summarized in the following paragraph) for the equal pro rata
security of each series of First Mortgage Bonds, subject to the provisions
related to any sinking fund or similar fund for the benefit of First Mortgage
Bonds of any particular series. The opinion does not cover title to easements or
rights-of-way as counsel believes the expense of examination would exceed the
cost of acquiring, by condemnation or purchase, any easements or rights-of-way
held under defective titles.
There are excepted from the lien of the First Mortgage Indenture certain
securities, cash, contracts, receivables, motor vehicles, merchandise, equipment
and supplies, and certain non-utility real property. (Granting Clause of the
First Mortgage Indenture.) The First Mortgage Indenture is not a lien on the
properties of any subsidiary of the Company, nor is the stock of any such
subsidiary pledged under the First Mortgage Indenture.
The First Mortgage Indenture contains provisions for subjecting to the lien
thereof (subject to the limitations in Article XV in the case of consolidation
or merger) all property acquired by the Company after the date of the Trust
Indenture other than property of the kind mentioned in the preceding
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paragraph. (Granting Clause of the First Mortgage Indenture.) Such provisions
might not be effective as to property acquired within the 90-day period
immediately preceding or acquired subsequent to the filing of a case with
respect to the Company under the United States Bankruptcy Code.
MAINTENANCE PROVISIONS
As a Maintenance Fund for the First Mortgage Bonds, the Company covenants to
pay to the First Mortgage Trustee annually on May 1 an amount equal to 15% of
its Gross Operating Revenues for the preceding calendar year, after deducting
from such revenues (i) cost of electricity purchased for resale and (ii) rentals
paid for utility property, less credits at the Company's option for (a)
maintenance, (b) property retirements offset by Permanent Additions, (c)
retirements of First Mortgage Bonds, (d) Amounts of Established Permanent
Additions and (e) 15% of the portion of Gross Operating Revenues during such
calendar year attributable to increases since January 6, 1975, in the Company's
cost of fuel used in electric generation. Withdrawals from the Maintenance Fund
may be made on the basis of retirements of First Mortgage Bonds and Amounts of
Established Permanent Additions, but cash in excess of $100,000 remaining on
deposit in the Maintenance Fund for more than two years must be used for the
retirement of First Mortgage Bonds. Any such retirement through redemption would
be at the applicable regular redemption price of the First Mortgage Bonds to be
redeemed and subject to any restriction on the redemption of such First Mortgage
Bonds. (Article IX, Section 3.03 of Supplemental Indenture dated March 1, 1952,
and Section 1.01 of Supplemental Indenture dated September 14, 1976.)
The Company has covenanted to maintain its properties in adequate repair,
working order and condition. The First Mortgage Indenture contains provisions
for a periodic inspection of the Company's properties and report by an
independent engineer as to compliance with this covenant. (Section 8.06.)
SINKING FUND PROVISIONS
As an annual sinking fund for each series of First Mortgage Bonds, the
Company covenants to pay to the First Mortgage Trustee annually on December 1 an
amount sufficient to redeem, on the following February 1, for sinking fund
purposes, 1 1/4% of the highest principal amount at any time outstanding of
First Mortgage Bonds of the series for which the sinking fund is applicable.
Sinking fund payments may be offset by (a) application of Amounts of Established
Permanent Additions equal to 166 2/3% of the principal amount of First Mortgage
Bonds which would otherwise be required to be retired by the sinking fund and
(b) retirement or delivery to the First Mortgage Trustee of First Mortgage Bonds
of the series for which the sinking fund is applicable. The First Mortgage
Trustee is required to apply sinking fund money to the purchase or redemption of
First Mortgage Bonds of the series for which such funds are applicable. (Article
XII and Section 3.01 of Supplemental Indenture dated February 1, 1980.)
ISSUANCE OF ADDITIONAL BONDS
Additional First Mortgage Bonds secured by the First Mortgage Indenture may
be issued on the basis of (a) 60% of the Cost or Fair Value, whichever is less,
of net Permanent Additions (which become available upon proper certification by
the Company), after making the required deductions on account of Retired
Property (Article V); (b) an equal principal amount of retired First Mortgage
Bonds, the retirement whereof has not been otherwise used under the First
Mortgage Indenture (Article VI); and (c) deposit of an equal amount of cash with
the First Mortgage Trustee, which cash may be withdrawn by applying Amounts of
Established Permanent Additions equal to 166 2/3% of such cash to be withdrawn
or by retirement of First Mortgage Bonds (Article VII and Section 3.04 of
Supplemental Indenture dated March 1, 1952). No additional First Mortgage Bonds
may be issued on basis (a), basis (b) under specified conditions or basis (c),
unless the Earnings Applicable to Bond Interest for a specified twelve-month
period are equal to twice the annual interest requirements on the First Mortgage
Bonds including those about to be issued. (Sections 5.03, 6.01 and 7.01).
Earnings Applicable to Bond Interest for the twelve months ended June 30, 1995,
would be 4.4 times the annual interest requirement on the First Mortgage Bonds
of the Company at an assumed 8.5% interest rate.
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Additional First Mortgage Bonds may vary from the New Bonds as to maturity,
interest rate, redemption prices, sinking fund and in certain other respects.
(Article II.) The New Bonds will be issued under (a) and/or (b) above. At June
30, 1995, the amount of net Permanent Additions which may be used for the
issuance of First Mortgage Bonds was approximately $1.1 billion. At June 30,
1995, the amount of retired First Mortgage Bonds which may be used for the
issuance of First Mortgage Bonds was $267 million.
PROVISIONS OF FIRST MORTGAGE INDENTURE LIMITING DIVIDENDS ON COMMON STOCK
The Company covenants that, so long as any First Mortgage Bonds are
outstanding, earned surplus (retained earnings) equal to the sum of (1) the
amount by which the aggregate of (a) provisions for retirement and depreciation
and (b) expenditures for maintenance, during the period from June 1, 1955, to
the last date for which a statement of income is available, is less than 15% of
Gross Operating Revenues (after deducting cost of electricity and/or gas
purchased for resale, rentals paid for utility property and the portion of gross
operating revenues attributable to increases since January 6, 1975, in the
Company's cost of fuel used in electric generation) for that period and (2) the
amount, if any, by which all of the consideration paid by the Company in
acquiring any shares of its Common Stock during the above period exceeds
$217,301,128 plus any consideration received by the Company from the sale after
September 30, 1991 of its Common Stock, shall not be available for the payment
of cash dividends on Common Stock; and that the Company shall not acquire shares
of its Common Stock for a valuable consideration if after such acquisition the
sum of (1) and (2) above would exceed its then earned surplus (retained
earnings). (Section 3.01 of Supplemental Indenture dated January 1, 1957,
Section 1.01 of Supplemental Indenture dated September 14, 1976 and Section 1.01
of Supplemental Indenture dated December 9, 1991.)
RELEASE PROVISIONS
The First Mortgage Indenture contains provisions permitting the release from
its lien of any property upon depositing or pledging cash or certain other
property of comparable Fair Value (Fair Value being defined in substance as the
current value of the property as certified by an engineer, appraiser or similar
expert). The First Mortgage Indenture also contains provisions for the
cancellation, change or alteration of leases, rights-of-way and easements, and
for the surrender and modification of any franchise or governmental consent
subject to certain restrictions, in each case without any release or consent by
the First Mortgage Trustee or accountability thereto for any consideration
received by the Company. (Article XI.)
MODIFICATION OF THE FIRST MORTGAGE INDENTURE
With the consent of the Company, the provisions of the First Mortgage
Indenture may be changed by the affirmative vote of the holders of 70% in
principal amount of the First Mortgage Bonds then outstanding except, among
other things, the maturity of a First Mortgage Bond may not be extended, the
interest rate reduced nor the terms of payment of principal or interest changed
without the consent of the holder of such First Mortgage Bond. (Article XVIII.)
CONCERNING THE FIRST MORTGAGE TRUSTEE
Boatmen's First National Bank of Oklahoma is the First Mortgage Trustee
under the First Mortgage Indenture. The Company maintains banking relationships
in the ordinary course of business with the First Mortgage Trustee. The First
Mortgage Trustee also serves as trustee for the Senior Notes.
In case of a Completed Default under the First Mortgage Indenture (see "--
Events of Default" below), the First Mortgage Trustee may, and upon request of
the holders of a majority in principal amount of the First Mortgage Bonds shall,
declare the First Mortgage Bonds due and payable. In case of a Completed
Default, it is obligatory upon the First Mortgage Trustee to take the action or
actions provided in the First Mortgage Indenture to enforce payment of the First
Mortgage Bonds and for the enforcement of the lien of the First Mortgage
Indenture upon being requested to do so by the holders
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of a majority in principal amount of the First Mortgage Bonds and upon being
indemnified against the costs, expenses and liabilities to be incurred therein
or thereby without negligence or bad faith. (Sections 13.01, 13.04 and 13.15.)
EVENTS OF DEFAULT
The following is a summary of events defined in the First Mortgage Indenture
as "Completed Defaults": (a) failure to pay principal of any First Mortgage Bond
when due and payable, (b) failure to pay interest on any First Mortgage Bond
within 30 days after it becomes due and payable, (c) failure to meet any payment
to the sinking fund on any First Mortgage Bond within 10 days after same is
payable, (d) the expiration of 30 days after (1) the adjudication of the Company
as a bankrupt or (2) the entry of an order approving a petition filed against
the Company seeking reorganization of the Company, unless during such period
such adjudication or order shall be vacated, (e) the expiration of 90 days
following the appointment of a receiver unless during such period such
appointment shall be vacated, (f) the filing by the Company of a voluntary
petition in bankruptcy or the making of a general assignment for the benefit of
creditors or the consent by the Company to the appointment of a receiver or the
filing by the Company of a petition or answer seeking reorganization or the
filing by the Company of a petition to take advantage of any insolvency act and
(g) failure to perform any other covenant or agreement contained in the First
Mortgage Indenture or First Mortgage Bonds within 60 days following the mailing
by the First Mortgage Trustee or by the holders of at least 15% in principal
amount of the First Mortgage Bonds then Outstanding of a written demand that
such failure be cured. (Section 13.01 and Section 4.01 of Supplemental Indenture
dated February 1, 1980.)
By Section 16.07 of the First Mortgage Indenture, the First Mortgage Trustee
is required to give notice to bondholders (1) within 90 days after the
occurrence of a default known to the First Mortgage Trustee within such period,
or (2) if a default be not known to the First Mortgage Trustee within such
period, within 30 days after such default shall be known to the First Mortgage
Trustee, unless such default shall have been cured before the giving of such
notice; provided that, except in the case of a default resulting from the
failure to make any payment of principal of or interest on any First Mortgage
Bonds or to make any sinking fund or purchase fund payment, the First Mortgage
Trustee may withhold such notice upon determination in good faith by the board
of directors, the executive committee or a trust committee of directors and/or
responsible officers of the First Mortgage Trustee that the withholding of such
notice is in the interest of the bondholders.
BOOK-ENTRY SYSTEM
Each series of Securities may be issued in the form of one or more Global
Securities representing all or part of such series of Securities and which will
be deposited with or on behalf of the Depository and registered in the name of
the Depository or a nominee of the Depository.
The following is based solely on information furnished by DTC:
Unless otherwise specified in the Prospectus Supplement, DTC will act as
Depository for those Securities issued as Global Securities. The Global
Securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that
its participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. "Direct Participants" include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its Direct Participants and by
the New York Stock
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Exchange, Inc., the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of the Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the
Securities, except in the event that use of the book-entry system for the
Securities is discontinued.
To facilitate subsequent transfers, all Securities deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of the Securities with DTC and their registration in the name of Cede &
Co. effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Securities; DTC's records reflect only the identity of
the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of the holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
If the Global Securities are redeemable, redemption notices shall be sent to
Cede & Co. If less than all of the Global Securities are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal, interest and any premium payments on the Securities will be made
to DTC. DTC's practice is to credit Direct Participants' accounts on payable
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as in the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the applicable
Trustee or the Company, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal, interest and any
premium to DTC is the responsibility of the Company or the applicable Trustee,
disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
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DTC may discontinue providing its services as securities depository with
respect to a series of Securities at any time by giving reasonable notice to the
Company or the applicable Trustee. Under such circumstances, if a successor
securities depository is not obtained, certificates for such series of
Securities are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository) for any series of
Securities. In that event, certificates for such series of Securities will be
printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC, and the Company and any underwriters, dealers or
agents take no responsibility for the accuracy thereof.
The underwriters, dealers or agents of any Offered Securities may be Direct
Participants of DTC.
NONE OF THE COMPANY, THE SENIOR NOTE TRUSTEE, THE FIRST MORTGAGE TRUSTEE OR
ANY AGENT FOR PAYMENT ON OR REGISTRATION OF TRANSFER OR EXCHANGE OF THE GLOBAL
SECURITY WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS
RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN SUCH GLOBAL
SECURITY OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO
SUCH BENEFICIAL INTERESTS.
LEGAL OPINIONS
Legal opinions relating to the Securities will be rendered by Rainey, Ross,
Rice & Binns, First National Center, Oklahoma City, Oklahoma, Chisenhall,
Nestrud & Julian, P.A., First Commercial Bank Building, Little Rock, Arkansas,
and Gardner, Carton & Douglas, 321 North Clark Street, Chicago, Illinois,
counsel for the Company, and by Jones, Day, Reavis & Pogue, 77 West Wacker
Drive, Chicago, Illinois, counsel for any underwriters, dealers or agents named
in the Prospectus Supplement. As to matters involving conformity to local laws,
the other counsel will rely upon the opinion of Rainey, Ross, Rice & Binns with
respect to laws of Oklahoma and upon the opinion of Chisenhall, Nestrud &
Julian, P.A., with respect to laws of Arkansas.
The statement contained in this Prospectus under the subcaption "Security
for New Bonds" under the caption "FIRST MORTGAGE BONDS AND FIRST MORTGAGE
INDENTURE" is the opinion of Rainey, Ross, Rice & Binns, counsel for the
Company, to the extent that such statement pertains to Oklahoma law and is the
opinion of Chisenhall, Nestrud & Julian, P.A., to the extent that such statement
pertains to Arkansas law. As of July 31, 1995, attorneys with Rainey, Ross, Rice
& Binns owned beneficial interests in an aggregate of 5,492 shares of Common
Stock of the Company, of which Mr. William J. Ross, a partner in that firm,
owned a beneficial interest in 4,658 shares of such Common Stock.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Form 10-K Annual Report for the fiscal year ended December 31, 1994,
to the extent and for the periods indicated in their reports included in said
Form 10-K, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) directly to one or more institutional purchasers; or (iii) through agents.
The Prospectus Supplement with respect to each series of Securities will set
forth the terms of the offering of such Securities, including the name or names
of any underwriters, the purchase price of such Securities and the proceeds to
the Company
15
<PAGE>
from such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which said Securities may be listed.
If underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more of such firms. The
specific managing underwriter or underwriters, if any, will be set forth in the
Prospectus Supplement relating to the Securities together with the members of
the underwriting syndicate, if any. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the Securities
offered thereby will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Securities if any are
purchased.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time. The Prospectus Supplement will set forth the
name of any agent involved in the offer or sale of the Securities in respect of
which the Prospectus Supplement is delivered and any commission payable by the
Company to such agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent is acting on a best efforts basis for the period of its
appointment.
Any underwriters, dealers or agents participating in the distribution of the
Securities may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the Securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended. Agents and underwriters may be entitled, under agreements entered into
which the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribution with respect to payments which the agents or underwriters
may be required to make in respect thereof. Agents and underwriters may engage
in transactions with or perform services for the Company in the ordinary course
of business.
Any underwriter of the Senior Notes or New Bonds may be required under
Oklahoma law to pay a mortgage registration tax in an amount estimated by the
Company to be .097% of the principal amount of Senior Notes or New Bonds
purchased.
16
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933, as amended............ $ 25,000
State qualification fees and mortgage filing fees........................ 10,000
Authentication of Securities by trustee.................................. 14,000
Fees of rating agencies.................................................. 55,000
Printing and engraving................................................... 30,000
Accounting services...................................................... 25,000
Legal fees of Company counsel............................................ 45,000
Miscellaneous, including traveling, telephone tolls, stationery, postage
and other out-of-pocket expenses........................................ 11,000
Total.................................................................. $ 215,000
---------
---------
</TABLE>
All items are estimated except the first.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1031 of Title 18 of the Annotated Oklahoma Statutes provides 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 statute.
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 Registration Statement No. 33-59805, which is
incorporated herein by this reference. The Company's Restated Certificate of
Incorporation also contains provisions limiting the liability of the Company's
officers and 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, as amended. The forms of
Underwriting Agreements filed as Exhibits 1.01 and 1.02 include provisions
requiring the underwriters to indemnify the directors and officers of the
Company in certain circumstances.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
---------
<C> <S>
1.01 Form of Underwriting Agreement for Senior Notes. (Filed as Exhibit 1.01 to Registration Statement No.
33-61821 and incorporated by reference herein)
1.02 Form of Underwriting Agreement for New Bonds. (Revised and filed as Exhibit 1.02 to Registration
Statement No. 33-61821 and incorporated by reference herein)
4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First National Bank and Trust
Company of Oklahoma City, Trustee. (Revised and filed as Exhibit 7-A to Registration Statement No.
2-5566 and incorporated by reference herein)
4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7744 and incorporated by
reference herein)
4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7964 and incorporated by reference
herein)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
---------
<C> <S>
4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement No. 2-8421 and incorporated by reference
herein)
4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement No. 2-9415 and incorporated by reference
herein)
4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement No. 2-12274 and incorporated by
reference herein)
4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement No. 2-14115 and incorporated by
reference herein)
4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement No. 2-19757 and incorporated by
reference herein)
4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement No. 2-23127 and incorporated by
reference herein)
4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement No. 2-25808 and incorporated by
reference herein)
4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement No. 2-27854 and incorporated by
reference herein)
4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement No. 2-31010 and incorporated by
reference herein)
4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement No. 2-35419 and incorporated by
reference herein)
4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement No. 2-42393 and incorporated by
reference herein)
4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement No. 2-49612 and incorporated by
reference herein)
4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement No. 2-52417 and incorporated by
reference herein)
4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement No. 2-55085 and incorporated by
reference herein)
4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement No. 2-57730 and incorporated by
reference herein)
4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement No. 2-59887 and incorporated by
reference herein)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
---------
<C> <S>
4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement No. 2-59887 and incorporated by
reference herein)
4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement No. 2-70539 and incorporated by
reference herein)
4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement No. 2-70539 and incorporated by
reference herein)
4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement No. 2-70539 and incorporated by
reference herein)
4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K Annual Report, File No. 1-1097, for the
year ended December 31, 1986, and incorporated by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental instrument to Exhibit
4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K Annual Report, File No. 1-1097, for the
year ended December 31, 1987, and incorporated by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K Annual Report for the year
ended December 31, 1990, File No. 1-1097, and incorporated by reference herein)
4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K Annual Report for the year
ended December 31, 1991, File No. 1-1097, and incorporated by reference herein)
4.28 Form of Supplemental Trust Indenture for each series of New Bonds, being a supplemental instrument to
Exhibit 4.01 hereto. (Revised and filed as Exhibit 4.28 to Registration Statement No. 33-61821 and
incorporated by reference herein)
4.29 Form of Senior Note Indenture. (Filed as Exhibit 4.29 to Registration Statement No. 33-61821 and
incorporated by reference herein)
5.01 Opinion of counsel as to legality of the Securities. (Revised and filed herewith)
12.01 Computation of ratio to earnings to fixed charges. (Filed as Exhibit 12.01 to Registration Statement
33-61821 and incorporated by reference herein)
23.01 Consents of accountants and legal counsel. (Revised and filed herewith)
24.01 Power of Attorney. (Revised and filed herewith)
25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under
the Senior Note Indenture. (Filed as Exhibit 25.01 to Registration Statement No. 33-61821 and
incorporated by reference herein)
25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under
the First Mortgage Indenture.*
<FN>
------------------------
* Previously filed
</TABLE>
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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 Act 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 of 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 the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 event arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represented no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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.
(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.
II-4
<PAGE>
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
Post-Effective Amendment No. Two to 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 17th day of August, 1995.
OKLAHOMA GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ J.G. HARLOW, JR.
-----------------------------------
J.G. Harlow, Jr.
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. Two to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------------- ------------------------------------------- -----------------------
<C> <S> <C>
/s/J.G. HARLOW, JR. Chairman of the Board of Directors and August 17, 1995
---------------------------------- Principal Executive Officer and Director;
J.G. Harlow, Jr.
/s/A.M. STRECKER Principal Financial Officer; and August 17, 1995
----------------------------------
A.M. Strecker
/s/D.L. YOUNG Principal Accounting Officer August 17, 1995
----------------------------------
D.L. Young
* Director;
----------------------------------
Herbert H. Champlin
* Director;
----------------------------------
William E. Durrett
* Director;
----------------------------------
Martha W. Griffin
* Director;
----------------------------------
Hugh L. Hembree III
* Director;
----------------------------------
John F. Snodgrass
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------------- ------------------------------------------- -----------------------
<C> <S> <C>
* Director;
----------------------------------
Bill Swisher
* Director; and
----------------------------------
John A. Taylor
* Director.
----------------------------------
Ronald H. White, M.D.
*By /s/ J.G. HARLOW, JR. August 17, 1995
----------------------------------
J.G. Harlow, Jr.
(ATTORNEY-IN-FACT)
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
----------- ---------
<C> <S> <C>
1.01 Form of Underwriting Agreement for Senior Notes. (Filed as Exhibit 1.01 to Registration
Statement No. 33-61821 and incorporated by reference herein)
1.02 Form of Underwriting Agreement for New Bonds. (Revised and filed as Exhibit 1.02 to Registration
Statement No. 33-61821 and incorporated by reference herein)
4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First National Bank and
Trust Company of Oklahoma City, Trustee. (Filed as Exhibit 7-A to Registration Statement No.
2-5566 and incorporated by reference herein)
4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7744 and
incorporated by reference herein)
4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7964 and
incorporated by reference herein)
4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement No. 2-8421 and
incorporated by reference herein)
4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement No. 2-9415 and
incorporated by reference herein)
4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement No. 2-12274 and
incorporated by reference herein)
4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement No. 2-14115 and
incorporated by reference herein)
4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement No. 2-19757 and
incorporated by reference herein)
4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement No. 2-23127 and
incorporated by reference herein)
4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement No. 2-25808 and
incorporated by reference herein)
4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement No. 2-27854 and
incorporated by reference herein)
4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement No. 2-31010 and
incorporated by reference herein)
4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement No. 2-35419 and
incorporated by reference herein)
4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement No. 2-42393 and
incorporated by reference herein)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
----------- ---------
<C> <S> <C>
4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement No. 2-49612 and
incorporated by reference herein)
4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement No. 2-52417 and
incorporated by reference herein)
4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement No. 2-55085 and
incorporated by reference herein)
4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement No. 2-57730 and
incorporated by reference herein)
4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement No. 2-59887 and
incorporated by reference herein)
4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement No. 2-59887 and
incorporated by reference herein)
4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement No. 2-70539 and
incorporated by reference herein)
4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement No. 2-70539 and
incorporated by reference herein)
4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement No. 2-70539 and
incorporated by reference herein)
4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K Annual Report, File No.
1-1097, for the year ended December 31, 1986, and incorporated by reference herein)
4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K Annual Report, File No.
1-1097, for the year ended December 31, 1987, and incorporated by reference herein)
4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental instrument
to Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K Annual Report for the
year ended December 31, 1990, File No. 1-1097, and incorporated by reference herein)
4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K Annual Report for the
year ended December 31, 1991, File No. 1-1097, and incorporated by reference herein)
4.28 Form of Supplemental Trust Indenture for each series of New Bonds, being a supplemental
instrument to Exhibit 4.01 hereto. (Revised and filed as Exhibit 4.28 to Registration Statement
No. 33-61821 and incorporated by reference herein)
4.29 Form of Senior Note Indenture. (Filed as Exhibit 4.29 to Registration Statement No. 33-61821 and
incorporated by reference herein)
5.01 Opinion of counsel as to legality of the Securities. (Revised and filed herewith)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE
----------- ---------
<C> <S> <C>
12.01 Computation of ratio to earnings to fixed charges. (Filed as Exhibit 12.01 to Registration
Statement 33-61821 and incorporated by reference herein)
23.01 Consents of accountants and legal counsel. (Revised and filed herewith)
24.01 Power of Attorney. (Revised and filed herewith)
25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee
under the Senior Note Indenture. (Filed as Exhibit 25.01 to Registration Statement No. 33-61821
and incorporated by reference herein)
25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee
under the First Mortgage Indenture.*
<FN>
------------------------
* Previously filed
</TABLE>
<PAGE>
Exhibit 5.01
[LETTERHEAD OF RAINEY, ROSS, RICE & BINNS]
August 17, 1995
Oklahoma Gas and Electric Company
101 North Robinson
Oklahoma City, Oklahoma 73101
Re: $100,000,000 Principal Amount of Securities
-------------------------------------------
Gentlemen:
We have examined the Post-Effective Amendment no. two to Form S-3
Registration Statement, dated August 17, 1995 (the "Registration Statement"),
of Oklahoma Gas and Electric Company (the "Company"), to which this opinion
is an exhibit, for the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate principal amount of $100,000,000 of (a)
First Mortgage Bonds of one or more series (the "Bonds") to be issued under
the Trust Indenture dated February 1, 1945 as heretofore supplemented and
amended by supplemental trust indentures and a new supplemental trust
indenture (the "New Supplemental Indentures") for each series of Bonds all
from the Company to Boatmen's First National Bank of Oklahoma, as successor
trustee (such Trust Indenture, as supplemented and as to be supplemented, is
herein referred to as the "First Mortgage Indenture") and (b) notes or
debentures ("Senior Notes") issued under the senior note indenture the form
of which is an exhibit to the Registration Statement (the "Senior Note
Indenture") between the Company and Boatmen's First National Bank of
Oklahoma, as trustee. The Bonds and the Senior Notes are herein referred to
collectively as the "Securities". We have examined all records, instruments,
and documents which we have deemed necessary for the purposes of this
opinion, including the Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, relating to the Securities 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 is
authorized to conduct and operate its business as a public utility in the
State of Oklahoma.
2. The First Mortgage Indenture, other than the New Supplemental
Indentures, is a legal, valid, and binding instrument of the Company.
3. The Senior Note Indenture, when duly executed and delivered by the
Company and the Trustee, will be a valid, legal and binding instrument of the
Company.
<PAGE>
4. When, as and if the Registration Statement on Form S-3, to which
this opinion is an exhibit, becomes effective pursuant to the provisions of
the Securities Act of 1933, as amended and the Corporation Commission of the
State of Oklahoma and the Arkansas Public Service Commission have authorized
the issuance and sale of the Securities and (a) with respect to the Bonds,
when, as and if the Bonds and one or more New Supplemental Trust Indentures
relating thereto have duly authorized, executed, delivered, filed and recorded
as required by law, and the consideration for the Bonds duly received by the
Company, all in the manner contemplated by the said Registration Statement,
and (b) with respect to the Senior Notes, when, as and if the Senior Notes
and the Senior Note Indenture have been duly executed and delivered, and the
consideration for the Senior Notes duly received by the Company, all in the
manner contemplated by the said Registration Statement, the Bonds and the
Senior Notes will be legally issued and binding obligations of the Company if
issued before January 1, 1997.
5. 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>
EXHIBIT 23.01
CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. Two to the
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 LLP
Oklahoma City, Oklahoma
August 16, 1995
<PAGE>
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
By: /s/ Hugh D. Rice
August 17, 1995
<PAGE>
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. The statement made in said Registration
Statement that purports to be made or based upon our opinion correctly sets
forth our opinion on such matter.
Chisenhall, Nestrud & Julian, P.A.
----------------------------------
August 17, 1995
<PAGE>
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.
GARDNER, CARTON & DOUGLAS
-------------------------
August 17, 1995
<PAGE>
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
not more than $220,000,000 principal amount of Debt Securities, which may
include, if deemed appropriate, $75,000,000 of First Mortgage Bonds
previously authorized and registered on registration statement no. 33-32780,
(herein, collectively, the "Registration Statement"), and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his 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 attorney, with full power to act for him and in his name,
place and stead, to sign his name in the capacity or capacities set forth
below to the Registration Statement relating to the issuance of an sale of
not more than $220,000,000 principal amount of Debt Securities 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, Principal /s/ J. G. Harlow, Jr.
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, III, Director /s/ Hugh L. Hembree, III
--------------------------
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
--------------------------
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, 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
