OKLAHOMA GAS & ELECTRIC CO
8-K, 1999-12-08
ELECTRIC SERVICES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                          Date of Report: December 8, 1999




                         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.)


                                321 North Harvey
                                  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)

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<PAGE>

Item 5. Other Events


     OKLAHOMA GAS & ELECTRIC COMPANY WITHDRAWS PERFORMANCE BASED
     INCENTIVE PLAN
     -----------------------------------------------------------

     Oklahoma Gas & Electric Company ("OG&E"),  through its parent company,  OGE
Energy Corp.,  announced,  December 8, 1999, that it has withdrawn the Company's
Performance Based  Incentive  Plan,  which was  filed on July 15,  1999 with the
Oklahoma Corporation Commission ("OCC").

     The Performance Based Incentive Plan would have lowered the Company's rates
by  approximately  $83 million during a 30-month  transition to electric utility
deregulation  and is discussed in the press release  attached hereto as Exhibits
99.01.

     Some of the matters discussed in this Form 8-K may contain  forward-looking
statements of the Company 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 OG&E's Form 10-K for the year ended
December 31,  1998 and  other  factors  described  from  time to time in  OG&E's
reports to the Securities and Exchange Commission.


Item 7. (c) Exhibits

  EXHIBIT NUMBER                           DESCRIPTION
  --------------                           -----------

      99.01         OGE Energy's press release dated December 8, 1999 announcing
                    Oklahoma Gas & Electric Company withdraws  Performance Based
                    Incentive  Plan,  which was filed on July 15,  1999 with the
                    Oklahoma Corporation Commission.


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                                   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 & ELECTRIC COMPANY
                                                 (Registrant)


                                     By           /s/    Donald R. Rowlett
                                       -----------------------------------------
                                                         Donald R. Rowlett
                                          Vice President and Controller

                                (On behalf of the registrant and in his capacity
                                        as Vice President and Controller)



December 8, 1999


<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

EXHIBIT INDEX        DESCRIPTION
- -------------        -----------
    <S>              <C>
    99.01            OG&E Withdraws Performance Based Incentive Plan


</TABLE>



                                                                   EXHIBIT 99.01
FOR IMMEDIATE RELEASE:  December 8, 1999

CONTACT:             Paul Renfrow    (405) 553-3287
FINANCIAL CONTACT:   Jim Hatfield    (405) 553-3984

OG&E WITHDRAWS PERFORMANCE BASED INCENTIVE PLAN;
CITES OCC STAFF'S VIEW: NO NEED TO CHANGE OG&E FINANCIAL POSITION

     OKLAHOMA CITY -- OGE Energy Corp.  (NYSE:  OGE)  announced that its largest
subsidiary,  Oklahoma Gas and Electric  Company,  has  withdrawn  the  company's
Performance Based Incentive Plan.

     If adopted,  the plan,  filed with the Oklahoma  Corporation  Commission in
July,  would have saved OG&E's  Oklahoma  ratepayers  approximately  $83 million
during a 30-month transition to electric utility  deregulation.  The Performance
Based rate plan was the first of its kind to be filed in Oklahoma  and among the
first in the nation.

     OG&E  decided to withdraw  its proposal  after  several days of  settlement
discussions with the OCC staff, the Oklahoma Attorney General's office and other
intervenors failed to produce an agreement. OG&E decided not to proceed with the
case, which was set for hearing Wednesday,  Dec. 8, after it became apparent the
company was being asked to bear too many risks without  enough  opportunity  for
reward.

     "We were pleased that the Corporation  Commission  staff, in its responsive
testimony  to our plan,  indicated  there is no need for  further  review of the
company's  current  rates,"  said  James R.  Hatfield,  OGE Energy  senior  vice
president  and CFO.  "We were  disappointed,  however,  that we  couldn't  reach
agreement on this innovative new plan."



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