<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1995 Commission File Number 1-1097
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
OKLAHOMA GAS AND ELECTRIC COMPANY
101 North Robinson
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office)
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
----------
The undersigned consist of the members of the Committee having the
responsibility for the administration of the Oklahoma Gas and Electric Company
Employees' Retirement Savings Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the Plan has duly caused this Annual Report on
Form 11-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City and State of Oklahoma on the 26th day
of June 1996.
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
By /s/ Irma B. Elliott
-------------------------------
Irma B. Elliott
Chairperson
By /s/ Al M. Strecker
-------------------------------
Al M. Strecker
Member
By /s/ Donald R.Rowlett
-------------------------------
Donald R. Rowlett
Member
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Oklahoma Gas and Electric Company
Financial Programs Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the Oklahoma Gas and Electric Company Employees' Retirement Savings
Plan as of December 31, 1995 and 1994, and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1995.
These financial statements and the schedules referred to below are the
responsibility of the Financial Programs Committee. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Oklahoma Gas and Electric Company Employees' Retirement Savings Plan as of
December 31, 1995 and 1994, and the changes in its net assets available for plan
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes as of December 31, 1995, and the schedule of reportable
transactions for the year ended December 31, 1995, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
May 10, 1996
<PAGE>
<TABLE>
<CAPTION>
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
--------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1995
-----------------
Fidelity Fidelity Fidelity
OG&E Fidelity Asset Asset Managed
Common Asset Manager: Manager: Income Fidelity
Stock Fund Manager Growth Income Portfolio Contrafund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company $104,997,529 $ - $ - $ - $ - $ -
Fidelity U.S. Government Fund 1,122,877 - - - - -
Fidelity Asset Manager - 8,547,890 - - - -
Fidelity Asset Manager: Growth - - 13,669,242 - - -
Fidelity Asset Manager: Income - - - 2,989,125 - -
Fidelity Managed Income Portfolio - - - - 18,284,456 -
Fidelity Contrafund - - - - - 4,221,512
Fidelity Growth and Income - - - - - -
Fidelity Blue Chip - - - - - -
Loan Fund - - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Total investments 106,120,406 8,547,890 13,669,242 2,989,125 18,284,456 4,221,512
Contributions receivable:
Participants 44,978 13,786 30,025 3,368 11,626 9,683
Company 60,089 - - - - -
Dividends and interest receivable 1,633,872 - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $107,859,345 $ 8,561,676 $ 13,699,267 $ 2,992,493 $ 18,296,082 $ 4,231,195
============ ============ ============ ============ ============ ============
<CAPTION>
Fidelity
Growth Fidelity
and Blue Loan
Income Chip Fund Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company $ - $ - $ - $104,997,529
Fidelity U.S. Government Fund - - - 1,122,877
Fidelity Asset Manager - - - 8,547,890
Fidelity Asset Manager: Growth - - - 13,669,242
Fidelity Asset Manager: Income - - - 2,989,125
Fidelity Managed Income Portfolio - - - 18,284,456
Fidelity Contrafund - - - 4,221,512
Fidelity Growth and Income 2,488,051 - - 2,488,051
Fidelity Blue Chip - 5,333,467 - 5,333,467
Loan Fund - - 8,765,510 8,765,510
------------- ------------ ------------ ------------
Total investments 2,488,051 5,333,467 8,765,510 170,419,659
Contributions receivable:
Participants 4,225 11,189 64,246 193,126
Company - - - 60,089
Dividends and interest receivable - - - 1,633,872
------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 2,492,276 $ 5,344,656 $ 8,829,756 $172,306,746
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
--------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
DECEMBER 31, 1994
-----------------
Fidelity Fidelity Fidelity
OG&E Fidelity Asset Asset Managed
Common Asset Manager: Manager: Income Loan
Stock Fund Manager Growth Income Portfolio Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Cash $ 245,189 $ - $ - $ - $ - $ -
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company 88,057,500 - - - - -
Fidelity U.S. Government Fund 1,188,157 - - - - -
Fidelity Asset Manager - 7,277,180 - - - -
Fidelity Asset Manager: Growth - - 12,635,770 - - -
Fidelity Asset Manager: Income - - - 2,318,634 - -
Fidelity Managed Income Portfolio - - - - 14,922,234 -
Loan Fund - - - - - 8,623,512
------------ ------------ ------------ ------------ ------------ ------------
Total investments 89,245,657 7,277,180 12,635,770 2,318,634 14,922,234 8,623,512
Contributions receivable:
Participants 42,293 15,328 36,925 2,730 8,225 48,173
Company 50,409 - - - - -
Dividends and interest receivable 1,782,690 - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
plan benefits $ 91,366,238 $ 7,292,508 $ 12,672,695 $ 2,321,364 $ 14,930,459 $ 8,671,685
============ ============ ============ ============ ============ ============
<CAPTION>
Total
------------
<S> <C>
Cash $ 245,189
Investments, at market value:
Common stock of Oklahoma Gas
and Electric Company 88,057,500
Fidelity U.S. Government Fund 1,188,157
Fidelity Asset Manager 7,277,180
Fidelity Asset Manager: Growth 12,635,770
Fidelity Asset Manager: Income 2,318,634
Fidelity Managed Income Portfolio 14,922,234
Loan Fund 8,623,512
------------
Total investments $135,022,987
Contributions receivable:
Participants 153,674
Company 50,409
Dividends and interest receivable 1,782,690
------------
Net assets available for
plan benefits $137,254,949
============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
OKLAHOMA GAS AND ELECTRIC COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN
--------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
Fidelity Fidelity Fideltiy
OG&E Fidelity Asset Asset Managed Growth
Common Asset Manager: Manager: Income Fidelity and
Stock Fund Manager Growth Income Portfolio Contrafund Income
----------- ----------- ------------ ----------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $91,366,238 $7,292,508 $12,672,695 $2,321,364 $14,930,459 $ $
------------ ----------- ------------ ----------- ------------ ----------- ----------
Investment income:
Dividends 6,739,231 238,947 204,728 126,008 971,438 327,871 67,667
Interest on loans 350,786 63,185 157,782 13,674 54,264 18,082 4,158
Appreciation in market value
of investments:
Common stock 22,339,428 - - - - - -
Mutual funds - 898,497 1,777,078 231,581 - 508 176,408
Contributions:
Participants 2,614,985 773,768 1,859,367 175,149 555,003 260,631 90,582
Company 3,083,179 - - -
Realized gain (loss) on sale or
distribution of investments 2,831,802 133,058 377,660 41,419 - 13,517 (1,062)
------------ ----------- ------------ ----------- ------------ ----------- ----------
Total additions 37,959,411 2,107,455 4,376,615 587,831 1,580,705 620,609 337,753
Distributions to participants (8,179,941) (723,605) (897,884) (361,573) (2,348,853) (60,308) (34,340)
------------ ----------- ------------ ----------- ------------ ----------- ----------
Net additions (reductions) 29,779,470 1,383,850 3,478,731 226,258 (768,148) 560,301 303,413
------------ ----------- ------------ ----------- ------------ ----------- ----------
Transfer between funds, net (13,286,363) (114,682) (2,452,159) 444,871 4,133,771 3,670,894 2,188,863
----------- ----------- ------------ ----------- ------------ ----------- ----------
Net assets available for plan
benefits at end of year $107,859,345 $8,561,676 $13,699,267 $2,992,493 $18,296,082 $4,231,195 $2,492,276
============= =========== ============ =========== ============ =========== ===========
<CAPTION>
Fidelity
Blue Loan
Chip Fund Total
------------- ----------- -------------
<S> <C> <C> <C>
Net assets available for plan
benefits at beginning of year $ $8,671,685 $137,254,949
------------- ----------- -------------
Investment income:
Dividends 315,937 - 8,991,827
Interest on loans 19,481 - 681,412
Appreciation in market value
of investments:
Common stock - - 22,339,428
Mutual funds 147,299 - 3,231,371
Contributions:
Participants 327,907 - 6,657,392
Company - - 3,083,179
Realized gain (loss) on sale or
distribution of investments 23,830 - 3,420,224
------------- ----------- -------------
Total additions 834,454 - 48,404,833
Distributions to participants (79,305) (667,227) (13,353,036)
------------- ----------- -------------
Net additions (reductions) 755,149 (667,227) 35,051,797
------------- ----------- -------------
Transfer between funds, net 4,589,507 825,298 -
------------- ----------- -------------
Net assets available for plan
benefits at end of year $5,344,656 $8,829,756 $172,306,746
============= =========== =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995 AND 1994
--------------------------
1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES:
- -----------------------------------------------------------
The Oklahoma Gas and Electric Company Employees' Thrift Plan (the "Thrift Plan")
and the Oklahoma Gas and Electric Company Employees' Thrift Trust (the "Trust")
were adopted by the Board of Directors of Oklahoma Gas and Electric Company
("OG&E" or the "Company") on November 10, 1981, and became effective January 1,
1982. The Thrift Plan, a defined contribution trusteed plan, was amended
September 1, 1994 and was renamed the Oklahoma Gas and Electric Company
Employees' Retirement Savings Plan (the "Plan"). Fidelity Management Trust
Company ("Fidelity") the Trustee of the Plan is responsible for the safekeeping
and investment of all contributions made to the Trust.
Participation in the Plan is voluntary. Employees are eligible to become
participants in the Plan after completing one year of service as defined in the
Plan. Participants may contribute any whole percentage between 2% and 15% of
their compensation. The first 6% of contributions are called "Regular
Contributions," and any contributions over 6% of compensation are called
"Supplementary Contributions." Participants may designate at their discretion
all or any portion of their Regular and Supplementary Contributions to the Plan
as a salary reduction contribution under Section 401(k) of the Internal Revenue
Code. Under Section 401(k) of the Internal Revenue Code, the portion of the
participant's base salary that is contributed as a "Tax-Deferred Contribution"
will not be subject to Federal income tax until such portion is withdrawn or
distributed from the Plan. Company contributions to the Plan are made monthly.
Participants can direct that all of their contributions be invested in multiples
of 1% in any one or all of the following eight investment funds, each with a
specific investment portfolio goal:
OG&E Common Stock Fund - consists of shares of the Company's common stock
contributed by the Company or purchased by the Trustee.
Fidelity Asset Manager - goal of approximately 40% stocks, 40% bonds and
20% short-term instruments.
Fidelity Asset Manager: Growth - goal of approximately 65% stocks, 30% bonds
and 5% short-term instruments.
Fidelity Asset Manager: Income - goal of approximately 20% stocks, 30% bonds
and 50% short-term instruments.
Fidelity Managed Income Portfolio - consists of short-term and long-term
investment contracts.
In February 1995, three investment fund options were added as follows:
Fidelity Growth & Income Portfolio - consists of foreign and domestic stocks
and debt securities.
Fidelity Blue Chip Growth Fund - consists of common stocks of well known,
established growth companies.
Fidelity Contrafund - consists of common stocks from companies that the
Fund's manager believes are undervalued or show potential for growth.
<PAGE>
The accompanying financial statements have been prepared on the accrual basis of
accounting. Investments are carried at market value determined from quoted
market prices when available or management's estimate of fair market value.
Unrealized appreciation in the market value of investments, disclosed in Note 4,
represents the difference between the market value at the beginning and end of
year and original cost, including the effect of acquisitions and distributions
during the year. Realized gains/losses on sales or dispositions and
appreciation/depreciation of plan assets included in the statements of changes
in net assets available for plan benefits are based on the change in the market
value of the assets at the beginning of the plan year or at the time of purchase
during the year.
The Company contributes to the Plan on behalf of each participant an amount
equal to 50% of the participant's Regular Contribution for participants with
less than 20 years of Plan participation, as defined in the Plan, and an amount
equal to 75% of the participant's Regular Contribution for participants with 20
or more years of participation in the Plan. No Company contributions are made
with respect to the participant's Supplementary Contribution. The Company's
contribution can be made either in cash or in shares of the Company's common
stock. If the Company contributes cash, such cash is used to purchase common
stock of the Company.
Participants' Regular and Supplementary Contributions are fully vested and
nonforfeitable. Participants become vested as to 30% of the amount in their
Company contribution account upon the completion of their third year of service
with the Company, and become vested as to an additional 10% upon the completion
of the following year and 20% for each subsequent year of participation in the
Plan. In addition, participants become fully vested when they are eligible for
retirement under the Company Employees' Retirement Plan or in the event of
death, permanent disability or attainment of age 65.
Forfeitures of the Company's contributions resulting from termination of the
participant's interest in the Plan are used to reduce the Company's future
contributions. Forfeitures will be reinstated if the participant is reemployed
by the Company and returns to the Plan within five years.
The Plan is a qualified plan under provisions of Section 401(a) of the Internal
Revenue Code and is exempt from Federal income taxes under provisions of Section
501(a) of the Internal Revenue Code. The Plan has been amended since receiving
the determination letter, dated January 12, 1996. However, the Company is of the
opinion that the Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, the
Company believes the Plan is qualified and continues to be tax-exempt.
Participants on whose behalf Company contributions are made are not taxed on the
amounts contributed by the Company or on any income earned thereon until the
receipt of a distribution, pursuant to the terms of the Plan. The taxation of
income earned on Plan assets attributable to participants' contributions to the
Plan is also deferred until distribution is made. The amount of income taxes
applicable to the participants or their beneficiaries upon distribution is
prescribed by the Internal Revenue Code and is dependent upon the method of
distribution.
The Plan is administered by a committee appointed by the Board of Directors of
the Company (the "Financial Programs Committee"). Expenses of administering the
Plan are expected to be paid by the Company; however, if not paid by the
Company, such expenses will be charged to the Plan.
The Company intends to continue the Plan indefinitely, but reserves the right to
alter, amend, modify, revoke or terminate the Plan at any time upon the
direction of the Company's Board of Directors. If the Plan is terminated for any
reason, the interests of all participants will be fully vested, and the
Financial Programs Committee will direct that the participants' account balances
be distributed as soon as practical. The Company has no continuing liability
under the Plan after the final disposition of the assets of the Plan.
<PAGE>
2. LOANS TO PARTICIPANTS:
- -------------------------
The maximum amount which a participant may borrow is the lesser of $50,000 or
50% of the participant's allocated vested share of the Plan assets. The loans
are secured by a portion of the amounts remaining in the participant's account.
The Plan allows participants on leave of absence to obtain loans from their
account. All loans granted must be repaid pursuant to a written repayment
schedule not to exceed five years and evidenced by a written promissory note
signed by the borrower. Borrowed amounts do not share in the earnings and losses
of the investment funds. Rather, when the loan is repaid, the interest on the
loan is credited to the participant's account in the Plan.
The interest rate is equal to the "prime rate," as published in the Wall Street
Journal on the first business day of the month, plus 1%. The range for interest
rates was 7.0 % to 11.5% during 1995.
If a participant should terminate from the Plan, any outstanding loan balance is
converted to a distribution.
<TABLE>
<CAPTION>
Loan activity for 1995 was as follows:
<S> <C>
Balance at Beginning of Year $ 8,671,685
New Loans 4,340,339
Repayment of Principal (4,182,268)
------------
Balance at End of Year $ 8,829,756
============
</TABLE>
Interest applicable to these loans during 1995 was $681,412.
3. AMOUNTS DUE TO TERMINATED EMPLOYEES:
- ---------------------------------------
There are no amounts payable to participants no longer participating in the Plan
at December 31, 1995.
4. UNREALIZED APPRECIATION:
- ---------------------------
The amount of unrealized appreciation of investments (original cost compared to
market value) at December 31, 1994 and 1995, and the related net change during
1995 is set forth below:
<TABLE>
<S> <C>
Unrealized appreciation at December 31, 1994 $ 1,836,715
Increase during 1995 26,730,180
------------
Unrealized appreciation at December 31, 1995 $ 28,566,895
============
</TABLE>
<PAGE>
5. INVESTMENTS:
- ---------------
Investments of Company common stock, in the OG&E Common Stock Fund at December
31, 1995 and 1994, of $104,997,529 and $88,057,500, respectively, are carried at
market value ($43.00 per share and $33.125 per share at December 31, 1995 and
1994, respectively) and are comprised of 2,441,803 and 2,658,247 shares,
respectively. The market value per common share was $38.375 at May 10, 1996, the
date of the accompanying report of independent public accountants.
The aggregate market value and proceeds of investments sold and distributed are
determined on a specific asset basis and were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1995
-----------------------------------------------
Proceeds/
Market Value Distribution
at 1/1/95 Value Gain/(Loss)
------------ ------------ -----------
<S> <C> <C> <C>
OG&E Common Stock Fund $29,058,339 $31,890,141 $2,831,802
Fidelity Asset Manager 2,359,089 2,492,147 133,058
Fidelity Asset Manager: Growth 5,033,702 5,411,362 377,660
Fidelity Asset Manager: Income 816,268 857,687 41,419
Fidelity Managed Income Portfolio 13,204,151 13,204,151 -
Fidelity Contrafund 1,189,520 1,203,037 13,517
Fidelity Growth and Income 305,065 304,003 (1,062)
Fidelity Blue Chip 1,081,082 1,104,912 23,830
</TABLE>
6. SUBSEQUENT EVENT:
- --------------------
On January 17, 1996, the Board of Directors adopted certain amendments to the
Plan that were effective December 1, 1993. The amendments relate to various
operational aspects of the Plan such as the repayment of participant loans,
restoration of participant forfeited account balances upon reemployment,
procedures to comply with the IRS required contribution discrimination testing,
and procedures regarding distributions to participants of the plan. Participants
should refer to the Plan document and related amendments for a detailed
discussion of the amendments.
<PAGE>
<TABLE>
<CAPTION>
OKLAHOMA GAS AND ELECTRIC COMPANY
---------------------------------
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1995
-----------------------
(a)* (b) Issuer (c) Description of Investment (d) Cost (e) Market Value
---- ------------------------ -------------------------------------------- ------------- ----------------
<S> <C> <C> <C>
* Oklahoma Gas and Common stock, $2.50 par value $ 77,867,574 $ 104,997,529
Electric Company
* Fidelity Mgmt. Trust Co. U.S. Government fund, variable interest rate 1,122,877 1,122,877
* Fidelity Mgmt. Trust Co. Asset Manager, mutual fund 8,264,487 8,547,890
* Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fund 12,877,230 13,669,242
* Fidelity Mgmt. Trust Co. Asset Manager: Income, mutual fund 2,866,928 2,989,125
* Fidelity Mgmt. Trust Co. Managed Income Portoflio, mutual fund 18,284,456 18,284,456
* Fidelity Mgmt. Trust Co. Contrafund, mutual fund 4,244,877 4,221,512
* Fidelity Mgmt. Trust Co. Growth and Income, mutual fund 2,329,768 2,488,051
* Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund 5,229,057 5,333,467
Participant Loans, interest rates from
7.0% to 11.5% 8,765,510 8,765,510
------------- ---------------
Total investments $141,852,764 $170,419,659
============= ===============
</TABLE>
* Party in interest
<PAGE>
<TABLE>
<CAPTION>
Page 1 of 2
-----------
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
Expenses
Incurred in
Connection
Number of Identity of Party Description of Purchase Selling Lease with
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction
------------ ------------------------ ---------------- ----------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Oklahoma Gas and
252 Fidelity Mgmt. Trust Co. Electric Company
OG&E Common Stock Fund Common Stock $23,333,665 $ - $ - $ -
205 Fidelity Mgmt. Trust Co. Blue Chip Growth, 6,267,250 - - -
mutual fund
245 Fidelity Mgmt. Trust Co. Asset Manager: Growth, 4,290,096 - - -
mutual fund
240 Fidelity Mgmt. Trust Co. Managed Income Portfolio, 16,558,149 - - -
mutual fund
<CAPTION>
Current Value
of Asset on
Number of Cost of Transaction Net Gain
Transactions (g) Asset (h) Date (i) or (Loss)
- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
252 $ 23,333,665 $ 23,333,665 $ -
205 6,267,250 6,267,250 -
245 4,290,096 4,290,096 -
240 16,558,149 16,558,149 -
</TABLE>
Schedules of Loans or Fixed Income Obligations, Leases in Default or Classified
as Uncollectible, Non-Exempt Transactions, and Assets Held for Investment
Purposes Which Were Both Acquired and Disposed of Within the Plan Year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE>
<TABLE>
<CAPTION>
Page 2 of 2
-----------
OKLAHOMA GAS AND ELECTRIC COMPANY
EMPLOYEES' RETIREMENT SAVINGS PLAN
----------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
Expenses
Incurred in
Connection
Number of Identity of Party Description of Purchase Selling Lease with
Transactions (a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction
------------ ------------------------ ---------------- ----------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Sales and Redemptions:
251 Fidelity Mgmt. Trust Co. Oklahoma Gas and
OG&E Common Stock Fund Electric Company $ - $31,890,141 $ - $ -
Common Stock
86 Fidelity Mgmt. Trust Co. Blue Chip Growth, - 1,104,912 - -
mutual fund
231 Fidelity Mgmt. Trust Co. Asset Manager: Growth, - 5,411,362 - -
mutual fund
229 Fidelity Mgmt. Trust Co. Managed Income Portfolio, - 13,204,151 - -
mutual fund
<CAPTION>
Current Value
of Asset on
Number of Cost of Transaction Net Gain
Transactions (g) Asset (h) Date (i) or (Loss)
- ------------ ------------ ------------- -------------
<S> <C> <C> <C>
251 $28,646,247 $ 31,890,141 $ 3,243,894
86 1,038,192 1,104,912 66,720
231 5,569,690 5,411,362 (158,328)
229 13,204,151 13,204,151 -
</TABLE>
Schedules of Loans or Fixed Income Obligations, Leases in Default or Classified
as Uncollectible, Non-Exempt Transactions, and Assets Held for Investment
Purposes Which Were Both Acquired and Disposed of Within the Plan Year as
required by the Employee Retirement Income Security Act of 1974 and the
regulations promulgated by the Department of Labor are not separately included
because the Plan had no such items to report.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------------------------------------
<S> <C>
1.01 Consent of Independent Public Accountants
</TABLE>
<PAGE>
Exhibit 1.01
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report dated May 10, 1996 included in the Oklahoma Gas and Electric
Company Employees' Retirement Savings Plan Form 11-K for the year ended December
31, 1995, into the previously filed Form S-8 Registration Statement No.
33-52169, Form S-3 Registration Statement No. 33-59805, Form S-4 Registration
Statement No. 33-61699 and Form S-3 Registration Statement No. 333-02319.
/s/ Arthur Andersen LLP
Oklahoma City, Oklahoma,
June 26, 1996
