<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
OKLAHOMA GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2)
or Item 22(a)(2)of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
OKLAHOMA GAS AND ELECTRIC COMPANY
PROXY STATEMENT
AND
NOTICE OF ANNUAL MEETING
========================
MAY 16, 1996
OG+E
ELECTRIC SERVICES
[LOGO]
<PAGE>
<TABLE>
<CAPTION>
CONTENTS
Page
<S> <C> <C>
Chairman's Letter 1 NOTICE OF ANNUAL MEETING
OF SHAREOWNERS
Notice of Annaul Meeting 2 AND PROXY STATEMENT
Proxy Statement 3 THURSDAY, MAY 16, 1996, AT 10:00 a.m.
Proposal No. 1 - Election of Directors 4 OKLAHOMA CITY MARRIOTT HOTEL
Information about Directors 3233 NORTHWEST EXPRESSWAY
and Nominees 4 OKLAHOMA CITY, OKLAHOMA
Information Concerning the
Board of Directors 7
Executive Officers' Remuneration 8
Report of Compensation
Committee on Executive
Compensation 8
Compensation Committee
Interlocks and Insider
Participation 10
Summary Compensation
Table 11
Pension Plan Table 12
Company Stock Performance 13
Security Ownership 13
Relationships with Independent
Public Accountants 14
Shareowner Proposals 14
Map 15
i
</TABLE>
<PAGE>
OKLAHOMA GAS AND ELECTRIC COMPANY
=================================-----------------------------------------------
March 29, 1996
DEAR SHAREOWNER:
You are cordially invited to attend the annual meeting of Oklahoma Gas and
Electric Company at 10:00 a.m. on Thursday, May 16, 1996, at the Oklahoma City
Marriott Hotel, 3233 Northwest Expressway, Oklahoma City, Oklahoma.
Even though you may own only a few shares, your proxy is important in
making up the total number of shares necessary to hold the meeting. Whether or
not you plan to attend the meeting, please fill out, sign and return your proxy
card in the envelope provided as soon as possible. Your cooperation will be
appreciated.
Those arriving before the meeting will have the opportunity to visit
informally with the management of your Company. In addition to the business
portion of the meeting, there will be reports on the Company's current
operations and outlook.
Your continued interest in the Company is most encouraging and, on behalf
of the Board of Directors and employees of the Company, I want to express our
gratitude for your confidence and support.
Very truly yours,
/s/ James G. Harlow, Jr.
James G. Harlow, Jr.
Chairman of the Board
and Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING
OF SHAREOWNERS
========================--------------------------------------------------------
The Annual Meeting of Shareowners of Oklahoma Gas and Electric Company will
be held on Thursday, May 16, 1996, at 10:00 a.m. at the Oklahoma City Marriott
Hotel, 3233 Northwest Expressway, Oklahoma City, Oklahoma, for the following
purposes:
(1)To elect three directors to serve for a three-year term; and
(2)To transact such other business as may properly come before the meeting.
The map on page 15 will assist you in locating the Oklahoma City Marriott Hotel.
The Board of Directors has fixed the close of business on March 19, 1996,
as the record date for the determination of shareowners entitled to notice of
and to vote at this meeting or any adjournment of the meeting. A list of such
shareowners will be available, as required by law, at the principal offices of
the Company at 101 N. Robinson, Oklahoma City, Oklahoma 73102-3405.
/s/ Irma B. Elliott
Irma B. Elliott
Secretary
Dated: March 29, 1996
- --------------------------------------------------------------------------------
IMPORTANT - YOUR PROXY CARD IS ENCLOSED IN THIS ENVELOPE
To assure your representation at the meeting, please sign, date and return
the proxy promptly in the enclosed envelope. No postage is required for mailing
in the United States. If your shares are held in the name of a broker, trust,
bank or other nominee and you plan to attend the meeting and vote your shares in
person, you should bring with you a proxy or letter from the broker, trustee,
bank or nominee confirming your beneficial ownership of the shares.
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2
<PAGE>
PROXY STATEMENT
March 29, 1996
The Annual Meeting of Shareowners of Oklahoma Gas and Electric Company will
be held at the Oklahoma City Marriott Hotel, 3233 Northwest Expressway, Oklahoma
City, Oklahoma, on May 16, 1996, at 10:00 a.m. For the convenience of those
shareowners who may attend the meeting, a map is printed on page 15 that gives
directions to the Oklahoma City Marriott Hotel. At the meeting, it is intended
that the owners of the Company's Common Stock and 4% Cumulative Preferred Stock
elect three persons to the Company's Board of Directors for a three-year term
and until their respective successors shall be elected and shall qualify. The
Board of Directors does not now know of any other matters to be presented at the
meeting, but, if any other matters are properly presented to the meeting for
action, the persons named in the accompanying proxy will vote upon them in
accordance with their best judgment.
The Board of Directors solicits your proxy for use at this meeting. You may
revoke your proxy at any time before it is exercised by giving written notice of
its revocation to the Secretary of the Company or filing with her another proxy
as provided by law. All proxies properly executed by shareowners and received by
the Company prior to the meeting will be voted and will be voted in accordance
with the directions made on the proxy and, if no directions are made, the proxy
will be voted in favor of election of the Board's nominees for directors.
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited personally or by telephone or
telegram by officers and regular employees of the Company. Morrow & Co. Inc.,
New York, New York, will assist in solicitation of proxies and the Company will
pay Morrow & Co. Inc. for its proxy solicitation services approximately $7,000
plus expenses. The Company does not expect to pay any additional compensation
for the solicitation of proxies; however, brokers and other custodians,
nominees, or fiduciaries may be reimbursed for their expenses in forwarding
proxy material to principals and obtaining their proxies.
On March 1, 1996, the Company had outstanding approximately 40,371,409
shares of Common Stock, par value $2.50 per share; 421,963 shares of 4%
Cumulative Preferred Stock, par value $20 per share; and the following shares of
Cumulative Preferred Stock, par value $100 per share: 50,000 shares of the 4.20%
series, 75,000 shares of the 4.24% series, 65,000 shares of the 4.44% series,
75,000 shares of the 4.80% series and 150,000 shares of the 5.34% series.
The owners of the 4% Cumulative Preferred Stock and Common Stock are
entitled to one vote on each matter presented for a vote at the meeting for each
$2.50 of par value (eight votes per share as to the 4% Cumulative Preferred
Stock, $20 par value, and one vote per share as to the Common Stock, $2.50 par
value) of stock held by such owners of record at the close of business on March
19, 1996. Owners of other Cumulative Preferred Stock are not entitled to vote.
The Company's 1995 Annual Report to its shareowners, including financial
statements for the year 1995, was sent on or about March 29, 1996, to all
shareowners of the Company of record on March 19, 1996. Financial statements of
the Company also are on file with the Securities and Exchange Commission and at
the offices of the New York and Pacific Stock Exchanges.
3
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors consists of nine members with terms expiring on
different Annual Meeting dates. Approximately one-third of the members of the
Board of Directors are nominated each year to serve as directors for a term of
three years. Directors are elected at the Annual Meeting for the terms specified
and continue in office until their successors are elected and qualified.
At the Annual Meeting to be held on May 16, 1996, three persons are to be
elected to the Board of Directors for a term expiring at the Annual Meeting in
1999. The following three persons are the nominees of the Board to be elected
for such three-year term: Messrs. Herbert H. Champlin and Ronald H. White, and
Mrs. Martha W. Griffin. Each of these individuals is currently a director of the
Company whose term as a director is scheduled to expire at the Annual Meeting.
The enclosed proxy, unless otherwise specified, will be voted in favor of
the election as directors of the previously listed three nominees. The Board of
Directors does not know of any nominee who will be unable to serve, but if any
of them should be unable to serve, the proxy holder may vote for a substitute
nominee. No nominee or director owns more than 0.12% of any class of voting
securities of the Company.
Messrs. John F. Snodgrass and John A. Taylor retired from the Board during
1995 and 1996, respectively, having served as directors of the Company since
1985 and 1977, respectively. The Board would like to express its sincere
appreciation to Messrs. Snodgrass and Taylor for their many years of
contribution and dedicated service.
For the nominees described herein to be elected as directors, they must
receive a plurality of the votes of shares of Common Stock and 4% Preferred
present in person or by proxy and entitled to vote. "Plurality" means that the
individuals who receive the largest number of votes are elected as directors up
to the maximum number of directors to be chosen at the meeting. Consequently,
any shares not voted (whether by withholding authority, broker non-vote, or
otherwise) have no impact on the election of directors, except to the extent the
failure to vote for an individual results in the individual receiving fewer
votes than another individual.
INFORMATION ABOUT DIRECTORS AND NOMINEES
- --------------------------------------------------------------------------------
The following contains certain information as of March 1, 1996, concerning
the three nominees for directors, as well as the directors whose terms of office
do not expire at the Annual Meeting on May 16, 1996.
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NOMINEES FOR ELECTION FOR TERM EXPIRING AT 1999 ANNUAL MEETING OF SHAREOWNERS
HERBERT H. CHAMPLIN, 58, is President of Champlin
Exploration, Inc., an independent oil producer, and
President of Enid Data Systems, computer marketers, both
located in Enid, Oklahoma. Mr. Champlin has been a director
of Oklahoma Gas and Electric Company since 1982, and is [Photo]
chairman of the audit committee and a member of the
nominating committee of the Board. Mr. Champlin also was
engaged separately during 1995 as a part of his principal
business occupation in the petroleum industry and had
interests in oil and gas wells. During 1995, under terms of
gas purchase contracts, the Company paid $119,896 to him and
his family business interests. The terms of the contracts
were no less favorable to the Company than the terms that
would have been obtained from other independent producers.
- --------------------------------------------------------------------------------
MARTHA W. GRIFFIN, 61, owner of Martha Griffin White
Enterprises, is presently engaged in the management of her
personal investments, the operation of a ranch and various
civic activities. Prior to September 30, 1994, she served as
Chairman of the Board of Griffin Television, Inc., located [Photo]
in Oklahoma City, Oklahoma, and Chairman of the Board of
Griffin Food Company (a subsidiary of Griffin Television,
Inc.). Mrs. Griffin has been a director of Oklahoma Gas and
Electric Company since 1987, and is chairman of the
nominating committee and a member of the audit committee of
the Board. During 1995, Mrs. Griffin was also a major
stockholder of television station KWTV, Channel 9, Oklahoma
City, Oklahoma. During 1995, the Company paid an aggregate
of approximately $113,773 to KWTV for showing television
commercials of the Company. This television time was
purchased by contract with the station, and the rate paid
was no less favorable to the Company than the rate that
would have been paid to similar stations in the Oklahoma
City area.
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4
<PAGE>
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RONALD H. WHITE, M.D., 59, is a practicing cardiologist
and is President of Cardiology, Inc. in Oklahoma City. He
serves as a member of the Board of Directors of INTEGRIS
Health of Oklahoma City, and was a member of the Board of
Regents of the University of Oklahoma for 14 years. Dr. [Photo]
White has been a director of Oklahoma Gas and Electric
Company since 1989, and is a member of the nominating
committee of the Board.
- --------------------------------------------------------------------------------
DIRECTORS WHOSE TERMS EXPIRE AT 1998 ANNUAL MEETING OF SHAREOWNERS
JAMES G. HARLOW, JR., 61, is Chairman of the Board and
Chief Executive Officer of the Company, named to the
position of Chief Executive Officer in 1976 and named
Chairman in 1982. Mr. Harlow also served as President of the
Company from 1973 until August 1995. He serves as a member [Photo]
of the Board of Directors of Fleming Companies, Inc.,
Massachusetts Mutual Life Insurance Company and Associated
Electric & Gas Insurance Services Limited. Mr. Harlow has
been a director of Oklahoma Gas and Electric Company since
1970.
- --------------------------------------------------------------------------------
ROBERT KELLEY, 50, is Chairman, President and Chief
Executive Officer of Noble Affiliates, Inc., an independent
energy company with exploration and production operations in
the United States and international operations primarily in
Canada, Tunisia and Equatorial Guinea. He also serves as [Photo]
President and Chief Executive Officer of Samedan Oil
Corporation and Chairman and Chief Executive Officer of
Noble Gas Marketing Inc., both wholly-owned subsidiaries of
Noble Affiliates, Inc. Mr. Kelley was elected a Director of
Oklahoma Gas and Electric Company on January 17, 1996, and
is a member of the audit committee of the Board. Mr. Kelley
also serves as a director of Exchange National Bank and
Trust Company of Ardmore, Oklahoma and of AmQuest Financial
Corporation.
- --------------------------------------------------------------------------------
BILL SWISHER, 65, is Chairman of the Board and Chief
Executive Officer of CMI Corporation, a manufacturer of road
construction equipment that is located in Oklahoma City,
Oklahoma. Mr. Swisher has been a director of Oklahoma Gas
and Electric Company since 1979, and is chairman of the [Photo}
compensation committee and a member of the audit committee
of the Board.
- --------------------------------------------------------------------------------
5
<PAGE>
- --------------------------------------------------------------------------------
DIRECTORS WHOSE TERMS EXPIRE AT 1997 ANNUAL MEETING OF SHAREOWNERS
WILLIAM E. DURRETT, 65, is Chairman of the Board,
President and Chief Executive Officer of American Fidelity
Corporation, an insurance holding company, and numerous
other subsidiaries of American Fidelity Corporation. He
serves as Chairman of the Board and director of American [Photo]
Fidelity Assurance Company, an insurance company
wholly-owned by American Fidelity Corporation. He also
serves as a director of BOK Financial Corporation and
INTEGRIS Health. Mr. Durrett has been a director of Oklahoma
Gas and Electric Company since March 1991, and is a member
of the audit and compensation committees of the Board.
- --------------------------------------------------------------------------------
H. L. HEMBREE, III, 64, is Chairman of the Executive
Committee of Merchants National Bank, Fort Smith, Arkansas,
a subsidiary of Deposit Guaranty Corp., Jackson,
Mississippi. Mr. Hembree is approximately a 5% shareholder
of Deposit Guaranty Corp. Prior to 1989, he was Chairman and [Photo]
Chief Executive Officer of Arkansas Best Corporation, a
diversified holding company located in Fort Smith, Arkansas.
He has been a director of Oklahoma Gas and Electric Company
since 1985, and is a member of the compensation committee of
the Board.
- --------------------------------------------------------------------------------
STEVEN E. MOORE, 49, is President and Chief Operating
Officer of the Company, having been appointed to such
position effective August 1995. Mr. Moore has been employed
by the Company for more that 21 years, having previously
served as Senior Vice President of Law and Public Affairs. [Photo]
Mr. Moore has served on many industry-wide committees in the
electric utility industry, and as a member of the Interstate
Oil and Gas Compact Commission. Mr. Moore has been a
director of Oklahoma Gas and Electric Company since October
1995.
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6
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors of the Company met on six occasions during 1995.
Each director attended at least 88% of the total number of meetings of the Board
of Directors and the committees of the Board on which he or she served, except
Mr. Hembree, who attended 50% and whose attendance was adversely affected by
family illness.
COMMITTEES. The committees of the Company's Board of Directors include a
compensation committee, an audit committee and a nominating committee. Members
of the compensation committee are Bill Swisher, chairman, and Messrs. Durrett
and Hembree. During 1995, the committee met on three occasions to review and
make recommendations to the Board of Directors with respect to compensation of
principal officers, salary policy for the period, benefit programs for
employees, compensation for outside directors for service on the Board and the
Board committees, and future objectives and goals of the Company.
Members of the audit committee are Herbert H. Champlin, chairman, Mrs.
Griffin and Messrs. Durrett, Swisher, Kelley and Dr. White. During 1995, the
committee met on two occasions to review and make recommendations to the Board
of Directors with respect to internal audit procedures, engagement of
independent public accountants, their review with the independent accountants of
the results of the auditing engagement, and matters having a material effect
upon the Company's financial operations.
Members of the nominating committee are Martha W. Griffin, chairman, Mr.
Champlin and Dr. White. During 1995, the committee met on two occasions to
review and make recommendations to the Board of Directors with respect to
nominees for election as directors. Similarly, recommendations were made
concerning membership of the audit, compensation and nominating committees and
rotation of committee assignments among directors. It is expected that the
nominating committee will consider nominees recommended by shareowners in
accordance with the Company's By-laws. The Company's By-laws provide that a
shareowner intending to nominate director candidates for election at an Annual
Meeting of Shareowners must deliver written notice thereof to the Secretary of
the Company not later than 90 days in advance of the meeting. The notice must
set forth certain information concerning such shareowner and the nominee(s),
including each nominee's name and address, a representation that the shareowner
is entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice, a
description of all arrangements or understandings between the shareowner and
each nominee and any other person pursuant to which the nomination or
nominations are to be made by the shareowner, such other information as would be
required to be included in a proxy statement soliciting proxies for the election
of the nominee(s) of such shareowner and the consent of each nominee to serve as
a director of the Company if so elected. The chairman of the Annual Meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
DIRECTOR COMPENSATION. In November 1994, the Board of Directors amended the
Directors' Deferred Compensation Plan to permit a portion of the cash
compensation payable to non-officer directors to be paid in common stock units
pursuant to the Plan. This change will permit the Board to cause a significant
portion of each non-officer director's compensation to be tied directly to the
performance of the Company's Common Stock.
Compensation of non-officer directors consists of an annual retainer fee of
$27,500, of which $2,000 is payable monthly in cash (the same amount that has
been paid monthly since August 1994) and $3,500 was deposited in the director's
Stock Account under the Deferred Compensation Plan and converted to 86 common
stock units based on the closing price of the Company's Common Stock on November
30, 1995. In addition, all non-officer directors receive $1,000 for each Board
meeting and $1,000 for each committee meeting attended. Under the Directors'
Deferred Compensation Plan, non-officer directors also may defer payment of all
or part of their attendance fees and the cash portion of their annual retainer
fee, which deferred amounts are, at the election of the director, credited to a
Dollar Account or a Stock Account or a combination of both, on the date the
deferred amounts otherwise would have been paid.
Amounts credited to the Dollar Account accrue interest approximately equal
to the commercial paper rate for established companies. Amounts credited to the
Stock Account are converted into common stock units equal in number to the
number of shares of the Company's Common Stock which the amounts would purchase
based on the fair market value of the Company's Common Stock on the date the
amounts would otherwise be paid. The Stock Account is credited on each dividend
payment date for the Company's Common Stock with additional common stock units
by dividing the aggregate cash dividend which would have been paid if existing
common stock units were actual shares of the Company's Common Stock by the fair
market value of the Company's Common Stock as of the dividend payment date.
7
<PAGE>
When an individual ceases to be a director of the Company, all amounts
credited under the Plan are paid in cash in a lump sum or installments, with the
value of common stock units based on the fair market value of the Company's
Common Stock at the time of payment. In addition, amounts that are credited to
the Stock Account are automatically transferred to a Dollar Account upon the
occurrence of certain mergers and related transactions in which the Company is
not the survivor. As an alternative to the foregoing investment options, the
Plan permits a non-officer director to have all or any deferred portion of the
attendance fees and the cash portion of the annual retainer fee applied to
purchase life insurance for the director.
In addition, for those directors who have retired from the Board of
Directors after 10 years or more of service, the Company has historically
continued to pay their annual retainer until their death.
EXECUTIVE OFFICERS' REMUNERATION
- --------------------------------------------------------------------------------
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). Set forth below is the Committee's report on compensation paid to
executive officers during 1995.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
GENERAL. The primary goals of the Committee in setting executive
compensation in 1995 were: (i) to provide a total compensation package that
enables the Company to attract and retain key executives and (ii) to align the
executives' interests with those of shareowners and with Company performance.
Compensation of the Company's executive officers in 1995 was comprised
primarily of salary, awards under the Company's Annual Incentive Compensation
Plan, awards under the Company's Restricted Stock Plan, and benefits under the
Company's Employees' Retirement Savings Plan and pension plan. Virtually all
employees, including executive officers, are eligible to participate in the
Retirement Savings Plan and pension plan. Both the Retirement Savings Plan and
pension plan have a supplemental restoration plan that enables executive
officers to receive the same benefits that they would have received in the
absence of limitations imposed by the federal tax laws on contributions or
payouts. In addition, a Supplemental Executive Retirement Plan (the "SERP"),
which was adopted in 1993, offers attractive pension benefits to lateral hires.
The SERP is not expected to benefit present executive officers generally. In
reviewing the benefits under the SERP, Retirement Savings Plan, pension plan and
related restoration plans, the Committee seeks to provide participants with
benefits generally commensurate with those offered by other utilities of
comparable size. The restoration plans for the Retirement Savings Plan and
pension plan contain provisions requiring their immediate funding in the event
of certain mergers, consolidations or tender offers involving the Company.
The target level of total compensation of the Company's executives is set
generally at approximately the average of the compensation paid to similar
executives within the approximately 120 electric utilities included in the
Edison Electric Institute Survey (the "Survey Group")(1). In recent years, the
Committee has significantly altered the structure of the Company's compensation
system and the composition of the individual compensation packages, shifting
from a compensation system based in large part on individual performance and
continued employment to a compensation system that places a significant portion
of compensation at risk dependent on Company performance.
The first step in the process of switching to a more incentive-based system
for executive officers occurred in 1992 with awards of Restricted Stock tied not
only to continued employment, but also to the achievement of specified
performance targets over a three-year period. The remaining step occurred in
1993 when the Committee froze the salaries of senior executives and implemented
the Annual Incentive Compensation Plan. The implementation of the Annual
Incentive Compensation Plan was a result of a study by Towers Perrin, at the
Committee's request, of the Survey Group that indicated that although the total
compensation of the Company's executive officers was commensurate with the total
compensation of similar officers within the Survey Group, the Company's
executive officers received a greater proportion of their compensation in salary
and a lesser proportion in incentive-based awards. Accordingly, in an effort to
bring the Company's compensation system more in line with
- ---------------
(1) While similar, the utilities in the Survey Group are not the same utilities
in the Dow Jones Electric Utilities Index utilized in the Stock Performance
Graph on page 13. The Survey Group was selected by Towers Perrin and, in the
judgment of the committee, is an appropriate peer group to use for compensation
purposes.
8
<PAGE>
the Survey Group, the salaries of senior executives generally were frozen during
1993 and 1994 at 1992 levels, and executives received increased incentive-based
awards. This process continued in 1995 for several executve officers (including
Mr. Harlow, the Chief Executive Officer) as their 1995 salaries remained frozen
at 1992 levels. As a result of this process, the potential total cash
compensation of the Company's executives, as well as the makeup of that
compensation, is now generally consistent with the average compensation paid to
similar executives by corporations in the Survey Group.
In 1993, a new Federal tax law was passed which limits the deductibility of
executive compensation in excess of $1,000,000 unless certain exceptions are
met. Under transition rules adopted by the Internal Revenue Service, this new
law is not expected to impact the Company with respect to executive compensation
paid in 1996. The Committee continues to review the new law and associated
regulations, as well as the structure of its salary and various compensation
programs, and its present intent is to take appropriate steps to ensure the
continued deductibility of its executive compensation.
BASE SALARY. The base salaries for the Company's executive officers in 1995
were designed to be competitive with the Survey Group and generally approximated
the salary at the 50th percentile of the range for comparable executives
employed by companies in the Survey Group. Actual base salaries were determined
based on individual performance and experience. The salaries of executive
officers generally are set in January of each year and are subject to adjustment
during a year when an individual's duties and responsibilities are changed. For
this reason, the salary of Mr. Moore was increased on August 1, 1995, upon his
appointment as President and Chief Operating Officer of the Company.
ANNUAL INCENTIVE COMPENSATION PLAN. The Annual Incentive Compensation Plan
was adopted in late 1992. Through annual awards, the Plan is designed to provide
incentives to key management personnel to achieve Company objectives tied
directly to profitability. Awards with respect to 1995 performance were made
under the Plan to 11 employees, including all executive officers, and specified
performance goals were established in January 1995. Payouts of the awards are in
cash and are dependent primarily on the achievement of such specified
performance goals. In 1995, these goals were based 50% on earnings per share as
compared to earnings goals set by the Committee and 50% on operating and
maintenance expense per kilowatt-hour, as compared to approximately 25 electric
utilities. The amount of the award for each executive officer was expressed as a
percentage of base salary (the "targeted amount"), with the officer having the
ability, depending upon achievement of the Company goals, to receive from 0% to
150% of such targeted amounts. For 1995, the targeted amounts ranged from 15% to
30% of base salary and approximated the 50th percentile of the level of such
awards granted to comparable executives employed by companies in the Survey
Group.
The percentage of the targeted amount that an officer ultimately receives
is subject to being increased or decreased by up to 20% at the discretion of the
Committee, depending on the individual's achievement of pre-established personal
goals approved by the Committee. In no event, however, will any payouts be made
unless the specified minimum Company performance goals are satisfied. For 1995,
the Company's earnings per share $3.05 exceeded the threshold, but were below
the target levels, while operating and maintenance expenses exceeded the target
levels. The Company's performance in 1995 and performance by individuals of
their pre-established personal goals resulted in payouts ranging from 107% to
122% of their target amounts and from 16.8% to 36.6% of base salary earned in
1995.
RESTRICTED STOCK AWARDS. The other significant component of executive
compensation in 1995 was awards under the Company's Restricted Stock Plan. The
Plan empowers the Committee to make contingent awards of Common Stock
("Restricted Stock") to key employees. Each share of Restricted Stock is subject
to a Restricted Period of three or four years during which the share is subject
to forfeiture if the recipient of the share ceases to render substantial
services to the Company for any reason (other than death, disability or normal
retirement) and during which the share may not be transferred. The Committee has
the power in the event of certain mergers, consolidations or tender offers
involving the Company to lapse all restrictions on shares of Restricted Stock.
Awards under the Restricted Stock Plan were made at the end of 1995 and
were based, as required by the Plan, on the individual's performance during
1995. In evaluating an individual's performance, the Committee considered
individual job performance, experience and individual characteristics such as
leadership and dedication, with no particular weight given to one factor over
another. The Committee also considered the long-term incentives provided to
executives in the Survey Group and the amount of the 1995 awards made for each
executive officer generally represented the long-term incentives awarded to
similar executives by corporations in approximately the 50th percentile of the
Survey Group. For 1995, awards of Restricted Stock ranged
9
<PAGE>
from 3% to 30% of an executive's base salary. As in prior years, each share of
Restricted Stock awarded in 1995 is subject to forfeiture during a Restricted
Period. Moreover, as in 1992, 1993 and 1994, the shares awarded in 1995 to 10
key officers contained a significant additional condition. Such officers
generally will be entitled at the end of the Restricted Period of three years to
keep the full amount of the shares awarded to them only if the Company during
such period meets or exceeds a specific return on equity target as compared to
the return on average equity for the approximately 90 electric and combination
utility companies shown in the Merrill Lynch & Co., Inc. Data Sheet-Electric and
Combination Utility Companies (the "Merrill Lynch Index") with the officer
receiving fewer shares and possibly no shares depending on the Company's
performance relative to the performance of the companies in the Merrill Lynch
Index. The Committee's rationale for this additional condition was to continue
to reward past service and to align the officers' interests with those of
shareowners and, at the same time, to tie the Restricted Stock awards directly
to long-term performance by the Company. The amount of shares awarded in 1995
that an officer will ultimately receive will not be determined until the end of
1998. Prior awards of Restricted Stock were not considered by the Committee in
making awards in 1995.
CEO COMPENSATION. The 1995 compensation for Mr. Harlow, the Chief Executive
Officer of the Company, consisted of the same components as the compensation for
other executive officers. His salary remained frozen at 1992 levels and his
targeted award under the Annual Incentive Plan was increased for the same
reasons discussed above with respect to the other executive officers, namely so
that his total potential cash compensation and the components of such
compensation would approximate the average cash compensation for chief executive
officers of the companies in the Survey Group. His targeted award under the
Annual Incentive Plan was increased from 20% to 30% of his base salary (i.e.
$150,000), and, as a result of the Company's performance as described above, he
received a payout of $183,000, representing 122% of his targeted award, of which
102% was attributable to Company performance and 20% was attributable to his
individual performance. Mr. Harlow's Restricted Stock award was based on his
performance in 1995 and a comparison of his award to the long-term compensation
of other chief executive officers in the Survey Group. Consideration also was
given to Mr. Harlow's 19 years of experience as Chief Executive Officer of the
Company, his demonstrated leadership skills and his positive reputation within
the community and utility industry. Based on these factors, the Committee
determined to grant Mr. Harlow a Restricted Stock award having an approximate
value at the date of its grant of 30% of his base salary. As was the case with
respect to awards of Restricted Stock to other key officers, Mr. Harlow's
ultimate receipt of the shares awarded to him will be dependent upon the
Company's achievement of specified return on equity targets during 1996, 1997
and 1998.
CONCLUSION. The Committee believes that the Company's current executive
compensation system serves the interests of the Company and its shareowners
effectively. The Committee takes very seriously its responsibilities with
respect to the Company's executive compensation system. To this end, the
Committee will continue to monitor and revise the compensation policies as
necessary to ensure that the Company's compensation system continues to meet the
needs of the Company and its shareowners.
Compensation Committee
Bill Swisher, Chairman
Hugh L. Hembree, III, member
William E. Durrett, member
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- --------------------------------------------------------------------------------
Bill Swisher is the Chairman and William E. Durrett and H. L. Hembree, III
are the members of the Compensation Committee. William E. Durrett, also serves
as Chairman of the Board and Chief Executive Officer of American Fidelity
Corporation and as Chairman of the Board of its subsidiary American Fidelity
Assurance Company. In 1995, the Company paid American Fidelity Assurance Company
$819,757 (which includes employee contributions) for a long-term disability
policy for its employees and $556,954 for services in administering the
Company's medical, health and similar benefit plans. The terms of these
transactions were no less favorable to the Company than the terms that would
have been obtained from similar insurance companies. It is expected that similar
transactions will occur in the future.
10
<PAGE>
SUMMARY COMPENSATION TABLE
================================================================================
The following table provides information regarding compensation to the
Company's Chief Executive Officer and four other most highly compensated
executive officers for the past three years.
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
--------------------------------- ----------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus(1) Compensation Awards(2) Options/ Payouts Compensation(3)
Position Year ($) ($) ($) ($) SAR (#) ($) ($)
------------------ ---- ------- -------- ------------ ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.G. Harlow, Jr. 1995 500,000 183,000 0 149,972 0 0 52,145
Chairman and 1994 500,000 131,000 0 149,976 0 0 52,934
Chief Executive Officer 1993 500,000 52,500 0 149,976 0 0 55,296
S.E. Moore 1995 212,000 58,591 0 52,974 0 0 17,726
President and 1994 162,917 41,920 0 32,579 0 0 15,334
Chief Operating Officer 1993 160,000 16,800 0 31,968 0 0 13,940
P.J. Ryan 1995 295,000 63,130 0 58,968 0 0 25,804
Vice Chairman 1994 295,000 92,925 0 73,739 0 0 27,982
1993 295,000 36,875 0 73,728 0 0 30,409
A.M. Strecker 1995 200,000 46,800 0 39,974 0 0 19,059
Senior Vice President 1994 197,083 51,090 0 39,384 0 0 19,557
Finance and Administration 1993 195,000 20,475 0 38,988 0 0 20,216
J. T. Coffman 1995 127,500 31,720 0 25,475 0 0 6,039
Vice President Power Supply 1994 112,249 12,075 0 22,158 0 0 12,387
1993 100,092 0 0 10,080 0 0 14,726
</TABLE>
- --------
<TABLE>
<CAPTION>
<S> <C>
(1) As explained on page 9, amounts in this column reflect payouts under the
Company's Annual Incentive Compensation Plan.
(2) Amounts in this column reflect the market value of the shares of Restricted
Stock awarded under the Company's Restricted Stock Plan, based on the closing
price of the Company's Common Stock on the date the award was made. The number
of shares awarded in 1995, 1994, and 1993 was as follows: (i) Mr. Harlow, 3,703
shares, 4,562 shares, and 4,166 shares, respectively; (ii) Mr. Moore, 1,308
shares, 991 shares, and 888 shares, respectively; (iii) Mr. Ryan, 1,456 shares,
2,243 shares, and 2,048 shares, respectively; (iv) Mr. Strecker, 987 shares,
1,198 shares, and 1,083 shares, respectively; and (v) Mr. Coffman, 629 shares,
674 shares, and 280 shares, respectively. In the absence of death, disability or
normal retirement, the shares awarded to these individuals in 1995, 1994 and
1993 (other than the shares awarded to Mr. Coffman in 1993) are subject to
forfeiture for three years with the amount the recipient ultimately receives
dependent on Company performance, while the shares awarded in prior years (and
the shares awarded to Mr. Coffman in 1993) vest as follows: 20% at the end of
each of the first three years following the year in which granted and 40% at the
end of the fourth year following the year in which granted. The total number of
shares and market value of Restricted Stock held by each of the named
individuals as of December 31, 1995, were as follows: Mr. Harlow, 17,064 shares,
$733,752; Mr. Moore, 4,175 shares, $179,525; Mr. Ryan, 8,024 shares, $345,032;
Mr. Strecker, 4,472 shares, $192,296; and Mr. Coffman, 1,588 shares, $68,284.
Dividends are paid to these individuals on the shares of Restricted Stock owned
by them.
(3) Amounts in this column for 1995 reflect: (i) for Mr. Harlow, $22,500 (Retirement
Savings Plan and Retirement Savings Restoration Plan) and $29,645 (insurance
premiums); (ii) for Mr. Moore, $9,540 (Retirement Savings Plan and Retirement
Savings Restoration Plan) and $8,186 (insurance premiums); (iii) for Mr. Ryan,
$13,275 (Retirement Savings Plan and Retirement Savings Restoration Plan) and
$12,529 (insurance premiums); (iv) for Mr. Strecker, $9,000 (Retirement Savings
Plan and Retirement Savings Restoration Plan) and $10,059 (insurance premiums);
and (v) for Mr. Coffman, $5,738 (Retirement Savings Plan) and $301 (insurance
premiums). A significant portion of the insurance premiums reported for each of
these individuals is for life insurance policies and such premiums are recovered
by the Company from the proceeds of the policies.
To the extent the table shows zeros for other annual compensation, stock
options, stock appreciation rights or payouts under long-term incentive plans for a
particular year, no amounts were required to be reported in such year or, in the case
of other annual compensation, the amounts were below the threshold required for
disclosure under the SEC's rules.
11
</TABLE>
<PAGE>
PENSION PLAN TABLE
================================================================================
The Company maintains a qualified non-contributory Retirement Plan covering
all employees of the Company who have completed one year's service. Subject to
limitations imposed by the Employee Retirement Income Security Act of 1974
("ERISA"), benefits under the Retirement Plan are based upon the five highest
consecutive years of cash compensation (which for the executives named in the
Summary Compensation Table prior to 1993 has consisted solely of salaries and
for 1993, 1994 and 1995 consists of salary and bonus) during an employee's last
ten years prior to retirement and length of service. Social Security benefits
are deducted in determining benefits payable under the Plan. Remuneration
covered by the Plan includes salaries, bonuses and overtime pay. Retirement
benefits are payable to participants upon normal retirement (at or after age 65)
or early retirement (at or after attaining age 55 and completing five or more
years of service), to former employees after reaching retirement age who have
completed five or more years of service before terminating their employment and
to participants after reaching retirement age upon total and permanent
disability. As indicated above, the benefits payable under the Plan are subject
to maximum limitations under ERISA. Should benefits at the time of retirement
exceed the then permissible limits of ERISA, the Retirement Restoration Plan
will provide benefits through a lump-sum distribution actuarially equivalent to
the amounts that would have been payable annually under the Retirement Plan but
for the ERISA limits. The Company funds the estimated benefits payable under the
Retirement Restoration Plan through contributions to a trust for the benefit of
those employees who will be entitled to receive payments under the Retirement
Restoration Plan.
The following table sets forth the estimated annual benefits payable upon
normal retirement under the Company's Retirement Plan and Retirement Restoration
Plan to persons in the remuneration classification specified.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Average Years of Service at Retirement
Compensation ----------------------------------------------------------------------------
5 Highest Years 10 15 20 25 30 35 40 45
=================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000 $13,601 $20,401 $27,202 $34,002 $40,802 $47,603 $54,403 $61,204
125,000 17,351 26,026 34,702 43,377 52,052 60,728 69,403 78,079
150,000 21,101 31,651 42,202 52,752 63,302 73,853 84,403 94,954
175,000 24,851 37,276 49,702 62,127 74,552 86,978 99,403 111,829
200,000 28,601 42,901 57,202 71,502 85,802 100,103 114,403 128,704
225,000 32,351 48,526 64,702 80,877 97,052 113,228 129,403 145,579
250,000 36,101 54,151 72,202 90,252 108,302 126,353 144,403 162,454
300,000 43,601 65,401 87,202 109,002 130,802 152,603 174,403 196,204
350,000 51,101 76,651 102,202 127,752 153,302 178,853 204,403 229,954
400,000 58,601 87,901 117,202 146,502 175,802 205,103 234,403 263,704
450,000 66,101 99,151 132,202 165,252 198,302 231,353 264,403 297,454
500,000 73,601 110,401 147,202 184,002 220,802 257,603 294,403 331,204
550,000 81,101 121,651 162,202 202,752 243,302 283,853 324,403 364,954
600,000 88,601 132,901 177,202 221,502 265,802 310,103 354,403 398,704
650,000 96,101 144,151 192,202 240,252 288,302 336,353 384,403 432,454
700,000 103,601 155,401 207,202 259,002 310,802 362,603 414,403 466,204
750,000 111,101 166,651 222,202 277,752 333,302 388,853 444,403 499,954
- -------------------------------------------------------------------------------------------------
</TABLE>
As of December 31, 1995, the credited years of service for the individuals
listed in the remuneration table on page 11 are as follows: J. G. Harlow, Jr. -
34 years; S. E. Moore - 21 years; P. J. Ryan - 34 years; A. M. Strecker - 24
years; and J. T. Coffman - 25 years.
In 1993, the Company adopted a Supplemental Executive Retirement Plan (the
"SERP"). The SERP is an unfunded supplemental plan that is not subject to the
benefits limit imposed by ERISA. The plan generally provides for an annual
retirement benefit at age 65 equal to 65% of the participant's average cash
compensation during his or her final 36 months of employment, reduced by Social
Security benefits, by amounts payable under the Company's Retirement and
Restoration Plans described above and by amounts received under pension plans
from other employers. None of the individuals listed in the remuneration table
on page 11 is expected to receive benefits under the SERP at normal retirement
as the benefits payable to such individuals under the Company's Retirement and
Restoration Plans are expected to exceed the benefits payable under the SERP.
12
<PAGE>
COMPANY STOCK PERFORMANCE
- --------------------------------------------------------------------------------
The following graph shows a five-year comparison of cumulative total
returns for the Company's Common Stock, the Dow Jones Equity Market Index and
the Dow Jones Electric Utilities Index. The graph assumes that the value of the
investment in the Company's Common Stock and each index was 100 at December 31,
1990, and that all dividends were reinvested.
[GRAPH]
<TABLE>
<CAPTION>
Dow Jones Dow Jones
Measurement Period Equity Market Electric
(Fiscal Year Covered) OG&E Index Utilities Index
- --------------------- ---- ------------- ---------------
<S> <C> <C> <C> <C>
1990 100 100 100
1991 120 132 130
1992 100 144 138
1993 117 158 155
1994 114 159 136
1995 159 221 178
</TABLE>
SECURITY OWNERSHIP
- --------------------------------------------------------------------------------
The following table shows the number of shares of the Company's Common
Stock and Preferred Stock beneficially owned on March 1, 1996, by each Director,
by each of the Executive Officers named in the compensation table on page 11,
and by all Executive Officers and Directors as a group:
<TABLE>
<CAPTION>
Number of Common Shares(1) Number of Preferred Shares(1)
-------------------------- -----------------------------
<S> <C> <C>
Herbert H. Champlin 788 0
William E. Durrett 1,280 0
Martha W. Griffin 2,330 0
H. L. Hembree, III 9,407 0
Robert Kelley 200 0
Bill Swisher 5,087 0
Ronald H. White 400 0
J.G. Harlow, Jr. 48,279 0
S.E. Moore 19,243 0
P.J. Ryan 31,151 0
A.M. Strecker 20,182 0
J.T. Coffman 5,404 0
All Executive Officers and 173,270 53
Directors as a group
(18 persons)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(1) Mr. Harlow's ownership of Common Stock represents less than 0.12% of the
outstanding Common Stock. Ownership by each other executive officer is less
than 0.1% of the class, by each other director is less than 0.03% of the
class and, for all executive officers and directors as a group, is less
than 0.5% of the class. Amounts shown include shares for which, in certain
instances, an individual has disclaimed beneficial interest. Amounts shown
for executive officers include 127,504 shares of Common Stock representing
their interest in shares held under the Company's Employees' Stock
Ownership Plan, Retirement Savings Plan and Restricted Stock Plan, for
which in certain instances they have voting power but not investment power.
(2) Amounts shown for Messrs. Champlin, Durrett, Hembree, Swisher and White,
and for Mrs. Griffin do not include, 4,005, 204, 4,780, 5,246, 204 and 204
common stock units, respectively, under the Director's Deferred
Compensation Plan.
</TABLE>
The foregoing information on share ownership is based on information
furnished to the Company by the individuals listed above and all shares listed
are beneficially owned by the individuals or by members of their immediate
family unless otherwise indicated.
Under federal securities laws, the Company's directors and executive
officers are required to report, within specified monthly and annual due dates,
their initial ownership in the Company's common and preferred stocks and
subsequent acquisitions, dispositions or other transfers of interest in such
securities. The Company is required to disclose whether it has knowledge that
any person required to file such a report may have failed to do so in a timely
manner. To the Company's knowledge, all of the Company's directors and officers
subject to such reporting obligations have satisfied their reporting obligations
in full, except for Mr. John A. Taylor, a former director of the Company who
filed one report late relating to two transactions that involved Company
securities owned by a trust.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
During 1995, Oklahoma Gas and Electric Company engaged Arthur Andersen LLP
as its independent public accountants. The Board of Directors has appointed
Arthur Andersen LLP as the independent public accountants for the Company for
1996. Representatives of Arthur Andersen LLP will be present at the Annual
Meeting of Shareowners and will have the opportunity to make a statement if they
so desire. Such representatives will be available to respond to appropriate
questions from shareowners at the meeting.
SHAREOWNER PROPOSALS
- --------------------------------------------------------------------------------
Any shareowner proposal intended to be presented at the Annual Meeting in
1997 must be received by the Company on or before December 2, 1996, for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting. Proposals received by that date, deemed to be proper for consideration
at the Annual Meeting and otherwise conforming to the rules of the Securities
and Exchange Commission, will be included in the 1997 proxy statement.
14
<PAGE>
LOCATION OF OKLAHOMA CITY MARRIOTT HOTEL
- --------------------------------------------------------------------------------
[MAP]
15
<PAGE>
<TABLE>
<CAPTION>
OG+E OKLAHOMA GAS AND ELECTRIC COMPANY
electric services ANNUAL MEETING OF SHAREOWNERS
[LOGO] MAY 16, 1996
<S> <C>
P The undersigned hereby appoints James G. Harlow, Jr., Herbert H. Champlin, and Bill Swisher, and each of
them severally, with full power of substitution and with full power to act with or without the other, as the
proxies of the undersigned to represent and to vote all shares of stock of Oklahoma Gas and Electric Company held
R of record by the undersigned on March 19, 1996, at the Company's Annual Meeting of Shareowners to be held on May
16, 1996, and at all adjournments thereof, on all matters coming before said meeting.
O THIS PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ON THE REVERSE SIDE OF THIS
PROXY CARD.
X
----------------------------------------------------------------------------------------------------------------
Y PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Unless you attend and
vote in person, you MUST sign and return our proxy in order to have your shares voted at the meeting.
----------------------------------------------------------------------------------------------------------------
----------------
SEE REVERSE SIDE
----------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PLEASE DATE AND SIGN EXACTLY AS NAME APPEARS BELOW. EACH JOINT OWNER SHOULD SIGN. ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
OTHERS SIGNING IN A REPRESENTATIVE CAPACITY SHOULD GIVE THEIR FULL TITLES.
<S> <C>
- ---------------------------------------------------------------
PROXY NUMBER TOTAL COMMON SHARES INCLUD- 4% PREFERRED SHARES
ING REINVESTMENT PLAN -------------------------------------------------------------
The Board recommends a vote FOR the election as directors
of the nominees named below.
- --------------------------------------------------------------- -------------------------------------------------------------
1. Election of Directors.
NOMINEES:
X / /96 Herbert H. Champlin; Martha W. Griffin; Ronald H. White, M.D.
- ---------------------------------------------------------------
Signature of Shareowner Date / / FOR all nominees / / WITHHOLD AUTHORITY
(list exceptions below). to vote for all nominees.
X / /96
- ---------------------------------------------------------------
Signature of Shareowner Date
----------------------------------------------------------------
Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name on the line above.
----------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
----------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
OG+E
ELECTRIC SERVICES
[LOGO] ADMISSION TICKET
RETAIN FOR ADMITTANCE
Annual Meeting of
OKLAHOMA GAS AND ELECTRIC COMPANY
SHAREOWNERS
Thursday, May 16, 1996
10:00 a.m.
Oklahoma City Marriott Hotel*
3233 Northwest Expressway
Oklahoma City, Oklahoma
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person. To make sure your shares are
represented, we urge you to complete and mail the proxy card above.
[MAP]
THIS TICKET MUST BE PRESENTED TO THE OG&E REPRESENTATIVE AT THE MARRIOTT
HOTEL FOR ADMITTANCE TO THE ANNUAL MEETING.
*REGIONAL MAP ON REVERSE SIDE.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
OG+E ADMISSION TICKET
ELECTRIC SERVICES [LOGO] RETAIN FOR ADMITTANCE
101 North Robinson
Oklahoma City, Oklahoma 73102-3405
EAST BOUND I-44: Exit I-44 East
to Highway '3' (Grand Boule-
vard), continuing in a northerly
direction approximately 1-1/2
miles, exit right onto Highway
'3A' East (Northwest Express-
way), proceed approximately [MAP]
1/4 mile, turn left on Indepen-
dence,turn right to Marriott
Hotel.
WEST BOUND I-44: Exit left I-44
West 'Exit 125C' to Highway
'3A'(Northwest Expressway),
turn right onto Highway '3A'
(Northwest Expressway),
continue in a northwesterly
direction approximately 2 miles,
turn right to Marriott Hotel.
</TABLE>
