<PAGE>
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-1097
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Oklahoma 73-0382390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Robinson
P. O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices)
(Zip Code)
405-553-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
------- -------
There were 40,378,745 Shares of Common Stock, par value $2.50 per share,
outstanding as of July 31, 1997.
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<PAGE>
<TABLE>
<CAPTION>
OKLAHOMA GAS AND ELECTRIC COMPANY
PART I. FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
See Note 1
----------
3 Months Ended 6 Months Ended
June 30 June 30
-------------------------------- ----------------------------------
1997 1996 1997 1996
-------------- -------------- ---------------- ----------------
(thousands except per share data)
<S> <C> <C> <C> <C>
OPERATING REVENUES: $ 282,148 $ 303,077 $ 510,026 $ 536,903
-------------- -------------- ---------------- ----------------
OPERATING EXPENSES:
Fuel..................................................... 70,624 80,569 137,931 151,159
Purchased power.......................................... 52,693 52,949 110,850 109,598
Other operation and maintenance.......................... 58,685 64,945 114,792 125,204
Depreciation and amortization............................ 28,671 27,903 57,147 55,643
Current income taxes..................................... 19,504 22,171 18,416 21,921
Deferred income taxes, net............................... (987) (2,139) (2,404) (4,153)
Deferred investment tax credits, net..................... (1,288) (1,288) (2,575) (2,575)
Taxes other than income.................................. 10,963 10,611 22,477 21,857
-------------- -------------- ---------------- ----------------
Total operating expenses............................... 238,865 255,721 456,634 478,654
-------------- -------------- ---------------- ----------------
OPERATING INCOME........................................... 43,283 47,356 53,392 58,249
-------------- -------------- ---------------- ----------------
OTHER INCOME (DEDUCTIONS):
Interest income.......................................... 494 803 1,275 1,334
Other.................................................... (345) (1,229) (692) (1,851)
-------------- -------------- ---------------- ----------------
Net other income (deductions).......................... 149 (426) 583 (517)
-------------- -------------- ---------------- ----------------
INTEREST CHARGES:
Interest on long-term debt............................... 13,455 13,502 26,770 27,033
Allowance for borrowed funds used during construction.... (157) (147) (224) (334)
Other.................................................... 1,011 2,569 2,191 3,990
-------------- -------------- ---------------- ----------------
Total interest charges, net............................ 14,309 15,924 28,737 30,689
-------------- -------------- ---------------- ----------------
IMCOME FROM CONTINUING OPERATIONS.......................... 29,123 31,006 25,238 27,043
INCOME FROM OPERATIONS OF ENOGEX
DISTRIBUTED TO OGE ENERGY CORP. (less applicable taxes
of $1,598 and $3,339 respectively)....................... --- 4,322 --- 8,823
-------------- -------------- ---------------- ----------------
NET INCOME ................................................ 29,123 35,328 25,238 35,866
PREFERRED DIVIDEND REQUIREMENTS............................ 572 579 1,143 1,158
-------------- -------------- ---------------- ----------------
EARNINGS AVAILABLE FOR COMMON.............................. $ 28,551 $ 34,749 $ 24,095 $ 34,708
============== ============== ================ ================
AVERAGE COMMON SHARES OUTSTANDING.......................... 40,379 40,368 40,379 40,369
EARNINGS PER AVERAGE COMMON SHARE
Income from continuing operations........................ $ 0.71 $ 0.75 $ 0.60 $ 0.64
Income from Enogex operations............................ --- 0.11 --- 0.22
-------------- -------------- ---------------- ----------------
Earnings per average common share........................ $ 0.71 $ 0.86 $ 0.60 $ 0.86
============== ============== ================ ================
DIVIDENDS DECLARED PER SHARE............................... $ .640 $ .665 $ 1.40 $ 1.33
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral part hereof.
</FN>
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(Unaudited)
See Note 1
----------
June 30 December 31
1997 1996
------------- --------------
(dollars in thousands)
<S> <C> <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT:
In service.................................................... $ 3,605,499 $ 3,574,241
Construction work in progress................................. 28,912 26,807
------------- --------------
Total property, plant and equipment......................... 3,634,411 3,601,048
Less accumulated depreciation............................. 1,610,977 1,560,546
------------- --------------
Net property, plant and equipment............................. 2,023,434 2,040,502
------------- --------------
OTHER PROPERTY AND INVESTMENTS, at cost......................... 24,260 21,869
------------- --------------
CURRENT ASSETS:
Cash and cash equivalents..................................... 1,948 200
Accounts receivable - customers, less reserve of $2,461 and
$3,520 respectively......................................... 88,826 96,067
Accrued unbilled revenues..................................... 55,600 34,900
Accounts receivable - other................................... 8,723 44,699
Fuel inventories, at LIFO cost................................ 57,535 60,463
Materials and supplies, at average cost....................... 24,610 20,387
Prepayments and other......................................... 1,532 3,094
Accumulated deferred tax assets............................... 5,982 8,994
------------- --------------
Total current assets........................................ 244,756 268,804
------------- --------------
DEFERRED CHARGES:
Advance payments for gas...................................... 9,500 9,500
Income taxes recoverable through future rates................. 43,459 44,368
Other......................................................... 29,429 36,198
------------- --------------
Total deferred charges...................................... 82,388 90,066
------------- --------------
TOTAL ASSETS.................................................... $ 2,374,838 $ 2,421,241
============= ==============
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
Common stock and retained earnings............................ $ 808,470 $ 841,035
Cumulative preferred stock.................................... 49,269 49,379
Long-term debt................................................ 684,490 709,281
------------- --------------
Total capitalization........................................ 1,542,229 1,599,695
------------- --------------
CURRENT LIABILITIES:
Accounts payable.............................................. 145,518 138,454
Dividends payable............................................. 571 572
Customers' deposits........................................... 23,513 23,257
Accrued taxes................................................. 18,526 18,428
Accrued interest.............................................. 15,552 16,386
Long-term debt due within one year............................ 25,000 15,000
Other......................................................... 41,137 35,739
------------- --------------
Total current liabilities................................... 269,817 247,836
------------- --------------
DEFERRED CREDITS AND OTHER LIABILITIES:
Accrued pension and benefit obligation........................ 57,354 57,137
Accumulated deferred income taxes............................. 422,805 429,766
Accumulated deferred investment tax credits................... 75,453 78,028
Other......................................................... 7,180 8,779
------------- --------------
Total deferred credits and other liabilities................ 562,792 573,710
------------- --------------
COMMITMENTS AND CONTINGENCIES................................... --- ---
------------- --------------
TOTAL CAPITALIZATION AND LIABILITIES............................ $ 2,374,838 $ 2,421,241
============= ==============
The accompanying Notes to Consolidated Financial Statements are an integral part hereof.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Unaudited)
6 Months Ended
June 30
See Note 1
----------
1997 1996
-------------- --------------
(dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ........................................................ $ 25,238 $ 35,866
Adjustments to Reconcile Net Income to Net
Cash Provided From Operating Activities:
Depreciation and amortization.................................. 57,147 66,955
Deferred income taxes and investment tax credits, net.......... (4,979) (6,025)
Accumulated provision for rate refunds......................... --- 1,804
Change in Certain Current Assets and Liabilities:
Accounts receivable - customers.............................. 7,241 (12,417)
Accrued unbilled revenues.................................... (20,700) (21,450)
Fuel, materials and supplies inventories..................... (1,295) 2,111
Accumulated deferred tax assets.............................. 3,012 ---
Other current assets......................................... 37,538 (6,613)
Accounts payable............................................. (3,387) (5,838)
Accrued taxes................................................ 98 15,308
Accrued interest............................................. (834) 195
Accumulated provision for rate refunds....................... --- 1,804
Other current liabilities.................................... 5,653 (228)
Other operating activities..................................... 1,306 12,116
-------------- --------------
Net cash provided from operating activities...................... 106,038 83,588
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................... (41,790) (72,643)
-------------- --------------
Net cash used in investing activities............................ (41,790) (72,643)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of long-term debt, net.................................. (15,000) ---
Short-term debt, net............................................... 10,451 54,100
Redemption of preferred stock...................................... (110) (5)
Cash dividends declared on preferred stock......................... (1,143) (1,158)
Cash dividends declared on common stock............................ (56,698) (53,687)
-------------- --------------
Net cash used in financing activities............................ (62,500) (750)
-------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS............................ 1,748 10,195
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD:
From continuing operations......................................... 200 397
From Enogex Operations............................................. --- 5,023
-------------- --------------
Total cash and cash equivalents at beginning of period........... 200 5,420
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD:
From continuing operations......................................... 1,948 325
From Enogex operations............................................. --- 15,290
-------------- --------------
Total cash and cash equivalents at end of period................. $ 1,948 $ 15,615
============== ==============
- --------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Period for:
Interest (net of amount capitalized)............................. $ 27,977 $ 33,209
Income taxes..................................................... $ 5,891 $ 11,963
- --------------------------------------------------------------------------------------------------------------
<FN>
DISCLOSURE OF ACCOUNTING POLICY:
For purposes of these statements, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents. These investments are carried at cost which approximates market.
The accompanying Notes to Consolidated Financial Statements are an integral part hereof.
</FN>
</TABLE>
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The condensed consolidated financial statements included herein have been
prepared by Oklahoma Gas and Electric Company (the "Company"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations; however, the Company believes that the disclosures are
adequate to make the information presented not misleading.
OGE Energy Corp. ("Energy Corp.") became the parent company of the Company
and its former subsidiary, Enogex Inc. ("Enogex") on December 31, 1996. On
that date, all outstanding Company common stock was exchanged on a
share-for-share basis for common stock of Energy Corp. and the Company
distributed its ownership of Enogex to Energy Corp. Although Enogex
continues to operate as a subsidiary of Energy Corp., for purposes of these
consolidated financial statements, Enogex has been accounted for as
discontinued operations. The net income of Enogex for the three months and
six months ended June 30, 1996, is included in the consolidated statements
of income as "Income from Operations of Enogex Distributed to OGE Energy
Corp." Prior period consolidated financial statements have been restated to
reflect Enogex being accounted for as discontinued operations.
In the opinion of management, all adjustments necessary to present fairly
the financial position of the Company as of June 30, 1997, and December 31,
1996, and the results of operations and the changes in cash flows for the
periods ended June 30, 1997, and June 30, 1996, have been included and are
of a normal recurring nature (excluding amortization of a regulatory asset
relating to a Voluntary Early Retirement Package ("VERP") and severance
package - (See Item 2 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for related discussion).
The results of operations for such interim periods are not necessarily
indicative of the results for the full year. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Form 10-K for the year ended December 31, 1996.
2. In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share." Adoption of SFAS No. 128 is required for both interim and annual
periods ending after December 15, 1997. The Company will adopt this new
standard effective December 31, 1997, and management does not believe the
adoption of this standard will have a material impact on its earnings per
share.
4
<PAGE>
3. In March 1997, the FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure." Adoption of SFAS No. 129 is required for
financial statements for periods ending after December 15, 1997. The
Company will adopt this new standard effective December 31, 1997.
4. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." Adoption of SFAS No. 130 is required for both interim and annual
periods beginning after December 15, 1997. The Company will adopt this new
standard effective March 31, 1998, and management does not believe the
adoption of this standard will have a material impact on its consolidated
financial position or results of operations.
5. In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information." Adoption of SFAS No. 131 is
required for fiscal years beginning after December 15, 1997. The Company
will adopt this new standard effective December 31, 1998.
5
<PAGE>
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The following discussion and analysis presents factors which affected the
results of operations for the three and six months ended June 30, 1997
(respectively, the "current periods"), and the financial position as of June 30,
1997, of the Company. Revenues from sales of electricity are somewhat seasonal,
with a large portion of the Company's annual electric revenues occurring during
the summer months when the electricity needs of its customers increase. Because
of seasonal fluctuations and other factors, the results of one interim period
are not necessarily indicative of results to be expected for the year. Actions
of the regulatory commissions that set the Company's electric rates will
continue to affect financial results. Unless indicated otherwise, all
comparisons are with the corresponding periods of the prior year.
Some of the matters discussed in this Form 10-Q may contain forward-looking
statements that are subject to certain risks, uncertainties and assumptions.
Actual results may vary materially. Factors that could cause actual results to
differ materially include, but are not limited to: general economic conditions,
including their impact on capital expenditures; business conditions in the
energy industry; competitive factors; unusual weather; regulatory decisions and
other risk factors listed in the Company's Form 10-K for the year ended December
31, 1996, including Exhibit 99.01 thereto and other factors described from time
to time in the Company's reports to the Securities and Exchange Commission.
On February 11, 1997, the Oklahoma Corporation Commission ("OCC") issued an
order that, among other things, effectively lowered the Company's rates to its
Oklahoma retail customers by $50 million annually (based on a test year ended
December 31, 1995). Of the $50 million rate reduction, approximately $45 million
became effective on March 5, 1997, and the remaining $5 million becomes
effective March 1, 1998. This $50 million rate reduction is in addition to the
$15 million rate reduction discussed below that was effective January 1, 1995.
The Order also directed the Company to transition to competitive bidding of its
gas transportation requirements, currently met by Enogex, no later than April
30, 2000, and set annual compensation for the transportation services provided
by Enogex to OG&E at $41.3 million until competitively-bid gas transportation
begins.
On June 18, 1997, the Company filed documents with the OCC relating to a
Generation Efficiency Performance Rider ("GEP Rider"), which was approved in the
February 11, 1997 order. The GEP Rider is designed so that when the Company's
average annual cost of fuel per kwh is less than 96.261 percent of the average
non-nuclear fuel cost per kwh of the other fifteen investor owned utility
members of the Southwest Power Pool, the Company is allowed to collect, through
the GEP Rider, one-third of the amount by which the Company's average annual
cost of fuel comes in below 96.261 percent of such Southwest Power Pool average.
6
<PAGE>
The fuel cost information used to calculate the GEP Rider is based on fuel
cost data submitted by each of the utilities in their Form No. 1 Annual Report
filed with the Federal Energy Regulatory Commission. The GEP Rider is revised
effective July 1 of each year to reflect any changes in the relative annual cost
of fuel reported for the preceding year. Management estimates that the
additional 1997 revenue impact from the current revision to the GEP Rider will
be approximately $9 million. The current GEP Rider is estimated to positively
impact revenue by $27 million during the 12 months ending June 1998.
In 1994, the Company restructured and redesigned its operations to reduce
costs in order to more favorably position itself for the competitive electric
utility environment. As part of this process, the Company implemented a
Voluntary Early Retirement Package ("VERP") and a severance package in 1994.
These two packages reduced the Company's workforce by approximately 900
employees.
In response to an application filed by the Company, the OCC issued an order
on October 26, 1994, that permitted the Company to: (i) establish a regulatory
asset in connection with the costs associated with the workforce reduction; (ii)
amortize the December 31, 1994, balance of the regulatory asset over 26 months;
and (iii) reduce the Company's electric rates by approximately $15 million
annually, effective January 1995. In 1996, the labor savings substantially
offset the amortization of the regulatory asset and the annual rate reduction of
$15 million. The regulatory asset was fully amortized at February 28, 1997, and
again, the labor savings substantially offset the regulatory asset amortization
in 1997 and, therefore, did not significantly impact operating results in the
current period.
REVENUES
Operating revenues decreased $20.9 million or 6.9 percent and $26.9 million
or 5.0 percent in the current periods. These decreases were primarily due to
decreased kilowatt-hour sales attributable primarily to milder weather and the
$45 million annual rate reduction that took effect in March, 1997. These
reductions were partially offset by an increase in the number of electric
customers.
The increase in customers only partially offset the impact of the milder
weather in the Company's service area, resulting in decreases of 2.2 percent and
1.6 percent in kilowatt-hour sales to Company customers ("system sales") in the
current periods. Sales to other utilities decreased significantly (56.4 percent
and 46.5 percent during the current periods); however, sales to other utilities
are at much lower prices per kilowatt-hour and have less impact on operating
revenues and earnings than system sales.
EXPENSES
Total operating expenses decreased $16.9 million or 6.6 percent and $22.0
million or 4.6 percent for the current periods primarily due to decreased fuel
expense and decreased other operation and maintenance.
7
<PAGE>
Fuel expense decreased $9.9 million or 12.3 percent and $13.2 million or
8.8 percent in the current periods. These decreases were primarily due to
decreased generation as a result of the milder weather. Variances in the actual
cost of fuel used in electric generation and certain purchased power costs, as
compared to that component in cost-of-service for ratemaking, are passed through
to the Company's electric customers through automatic fuel adjustment clauses.
The automatic fuel adjustment clauses are subject to periodic review by the OCC,
the Arkansas Public Service Commission ("APSC") and the Federal Energy
Regulatory Commission ("FERC"). Enogex Inc. owns and operates a pipeline
business that delivers natural gas to the generating stations of the Company.
The OCC, the APSC and the FERC have authority to examine the appropriateness of
any gas transportation charges or other fees the Company pays Enogex, which the
Company seeks to recover through the fuel adjustment clause or other tariffs.
Other operation and maintenance decreased $6.3 million or 9.6 percent and
$10.4 million or 8.3 percent during the current periods. These decreases
resulted primarily from completion of the VERP amortization in February 1997,
and costs associated with the development of the enterprise software in 1996.
Depreciation and amortization increased during the current periods due to
an increase in depreciable property. Income taxes decreased during the current
periods primarily due to lower pre-tax earnings.
Other income and deductions increased $.6 million and $1.1 million in the
current periods. These increases result from costs of various non-regulated
marketing efforts in 1996 and a gain on the sale of sulfur dioxide allowances.
Interest expense decreased $1.6 million or 10.1 percent and $2.0 million or
6.4 percent for the current periods. This decrease was primarily attributable to
the retirement of $15 million of 5.125 percent first-mortgage bonds in January
1997 and a lower average daily balance in short-term debt.
EARNINGS
Income from continuing operations decreased $1.9 million or 6.1 percent and
$1.8 million or 6.7 percent in the current periods. These changes reflect the
above items and the seasonal nature of the Company's regulated electric
business.
LIQUIDITY AND CAPITAL REQUIREMENTS
The Company meets its cash needs through internally generated funds,
permanent financing and short-term borrowings. Internally generated funds and
short-term borrowings are expected to meet virtually all of the Company's
capital requirements through the remainder
8
<PAGE>
of 1997. Short-term borrowings will continue to be used to meet temporary cash
requirements. Short-term borrowings are included in accounts payable on the
accompanying balance sheet.
The Company's primary needs for capital are related to construction of new
facilities to meet anticipated demand for utility service, to replace or expand
existing facilities and to some extent, for satisfying maturing debt and sinking
fund obligations. Capital expenditures of $41.8 million for the six months ended
June 30, 1997 were financed with internally generated funds and short-term
borrowings.
The Company's capital structure and cash flow remained strong throughout
the current period. The Company's combined cash and cash equivalents increased
approximately $1.7 million during the six months ended June 30, 1997. The
increase reflects the Company's cash flow from operations plus an increase in
short-term borrowings, net of retirement of long-term debt, construction
expenditures and dividend payments.
In July 1997, the Company issued $250 million of long-term debt with $125
million at 6.50 percent due July 15, 2017 and $125 million at 6.65 percent due
July 15, 2027. The proceeds from the sale of this new debt will be applied to
the redemption on August 21, 1997, of $75 million principal amount of 8.375
percent First Mortgage Bonds due January 1, 2007, $100 million principal amount
of 8.25 percent First Mortgage Bonds due August 15, 2016 and $75 million
principal amount of 8.875 percent First Mortgage Bonds due December 1, 2020 at
the principal amount plus the applicable redemption premium and accrued interest
to the redemption date. The Company also refinanced its obligations with respect
to $56 million of 7 percent Pollution Control Revenue Bonds due March 1, 2017,
through the issuance of a new series due June 1, 2027 and bearing interest at a
variable rate.
In February 1997, the Company filed a registration statement for up to $50
million of grantor trust preferred securities. Assuming favorable market
conditions, the Company may issue all or part of the $50 million of grantor
trust preferred securities to refinance preferred stock.
Like any business, the Company is subject to numerous contingencies, many
of which are beyond its control. For discussion of significant contingencies
that could affect the Company, reference is made to Part II, Item 1 - "Legal
Proceedings" of this Form 10-Q, to Item 5 - "Other Information" in the Company's
Form 10-Q for the quarter ended March 31, 1997 and to "Management's Discussion
and Analysis" and Notes 8 and 9 of Notes to the Consolidated Financial
Statements in the Company's 1996 Form 10-K.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
Reference is made to Item 3 of the Company's 1996 Form 10-K for a
description of certain legal proceedings presently pending. Except as described
below, there are no new significant cases to report against the Company and
there have been no significant changes in the previously reported proceedings.
As reported in the Company's 1996 Form 10-K, in February 1997, certain
taxpayers instituted litigation (The State of Oklahoma, ex rel., Teresa Harvey
----------------------------------------------
(Carroll); Margaret B. Fent and Jerry R. Fent v. Oklahoma Gas & Electric
- --------------------------------------------------------------------------------
Company, et.al, District Court, Oklahoma County, Case No. CJ-97-1242-63) against
- -----------------------------------------------------------------------
the Company and certain other defendants relating to overcharges refunded by the
Company to its ratepayors in compliance with an order of the OCC, which
plaintiffs alleged should have been paid into the state Unclaimed Property Fund.
In June 1997, the Company was dismissed from this proceeding. At this time, the
Company cannot predict whether the plaintiffs will appeal the dismissal.
Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
(a) The Company's Annual Meeting of Shareowners was held on May 15, 1997.
(b) The Company did not solicit proxies with respect to this meeting.
Following this meeting, the Board of Directors remained the same as
previously reported to the Commission.
(c) The matters voted upon and the results of the voting at the Annual
Meeting were as follows:
(1) The Shareowners voted to elect the Company's nominees for
election to the Board of Directors as follows:
William E. Durrett - 40,378,745 votes for election and
no votes withheld
H. L. Hembree, III - 40,378,745 votes for election and
no votes withheld
Steven E. Moore - 40,378,745 votes for election and
no votes withheld
10
<PAGE>
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.01 - Financial Data Schedule.
(b) Reports on Form 8-K
A Form 8-K Current Report under Item 5, Other Events, dated January 29,
1997, reported that the OCC voted to approve the Company's proposed settlement
to lower rates by $50 million annually.
A Form 8-K Current Report under Item 5, Other Events, dated January 31,
1997, reported that the Company became a subsidiary of OGE Energy Corp. on
December 31, 1996.
A Form 8-K Current Report under Item 5, Other Events, dated June 19, 1997,
reported on the Company's Generation Efficiency Performance Rider ("GEP Rider").
Company management estimates that the additional 1997 revenue impact from the
current revision to the GEP Rider will be approximately $9 million, or
approximately $0.13 per share. The current GEP Rider is estimated to positively
impact revenue by $27 million, or approximately $0.41 per share during the 12
months ending June 1998.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OKLAHOMA GAS AND ELECTRIC COMPANY
(Registrant)
By /s/ Donald R. Rowlett
------------------------------------------
Donald R. Rowlett
Controller Corporate Accounting
(On behalf of the registrant and in
his capacity as Chief Accounting Officer)
August 13, 1997
12
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT INDEX DESCRIPTION
- ------------- -----------
<S> <C>
27.01 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the Oklahoma
Gas and Electric Company Consolidated Statements of Income, Balance Sheets, and
Statements of Cash Flows as reported on Form 10-Q as of June 30, 1997 and is
qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,023,434
<OTHER-PROPERTY-AND-INVEST> 24,260
<TOTAL-CURRENT-ASSETS> 244,756
<TOTAL-DEFERRED-CHARGES> 82,388
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,374,838
<COMMON> 116,177
<CAPITAL-SURPLUS-PAID-IN> 396,266
<RETAINED-EARNINGS> 296,027
<TOTAL-COMMON-STOCKHOLDERS-EQ> 808,470
0
49,269
<LONG-TERM-DEBT-NET> 684,490
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
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0
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1,143
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</TABLE>
