SUBJECT TO COMPLETION, DATED OCTOBER 16, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES OR ACCEPT AN OFFER TO BUY THESE SECURITIES UNTIL THIS
PROSPECTUS IS DELIVERED IN FINAL FORM. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY
STATE OR JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 13, 2000)
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-47598
$110,000,000
OKLAHOMA GAS AND ELECTRIC COMPANY
% SENIOR NOTES, SERIES DUE
- ----------------------------------------------------------------------
We will pay interest on the % Senior Notes, Series due , on
and of each year, commencing , 2001.
We may redeem the Senior Notes at any time, in whole or in part, at a
redemption price equal to the greater of (1) the principal amount being redeemed
or (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Senior Notes being redeemed, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined) plus basis points,
plus in each case accrued interest to the redemption date.
Please read the information described under the headings "SUPPLEMENTAL
DESCRIPTION OF SENIOR NOTES" in this prospectus supplement and "DESCRIPTION OF
SENIOR NOTES" in the accompanying prospectus for a more detailed description of
the terms of the Senior Notes.
The Senior Notes are unsecured and rank equally with all of our other
unsecured indebtedness. The Senior Notes will not be listed on any securities
exchange or included in any automated quotation system.
The underwriters expect to deliver the Senior Notes on or about
, 2000 through the book-entry facilities of The Depository Trust
Company.
PER SENIOR NOTE TOTAL
--------------- --------
Public offering price....................................... % $
Underwriting discount....................................... % $
Proceeds to Oklahoma Gas and Electric Company (before
expenses)................................................. % $
Interest on the Senior Notes will accrue from , 2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
LEHMAN BROTHERS
A.G. EDWARDS & SONS, INC. MERRILL LYNCH & CO.
, 2000
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS
SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR THE DOCUMENTS INCORPORATED BY
REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
--------
Use of Proceeds............................................. S-3
Supplemental Description of Senior Notes.................... S-3
Underwriting................................................ S-5
PROSPECTUS
About this Prospectus....................................... 2
Where You Can Find More Information......................... 2
Oklahoma Gas and Electric Company........................... 3
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 3
Description of Senior Notes................................. 3
Book-Entry System........................................... 9
Legal Opinions.............................................. 10
Experts..................................................... 10
Plan of Distribution........................................ 10
S-2
USE OF PROCEEDS
We will add the net proceeds from the sale of $110 million in aggregate
principal amount of our % Senior Notes, Series due to our general
funds and will apply them to the repayment of outstanding short-term borrowings
owing to our parent, OGE Energy Corp., including short-term borrowings incurred
to pay at maturity $110 million aggregate principal amount of our 6.25% Senior
Notes, Series due October 15, 2000. As of June 30, 2000, we had an aggregate of
approximately $85.7 million of outstanding short-term borrowings owing to OGE
Energy. These borrowings had a weighted average annual interest rate of 6.74%.
SUPPLEMENTAL DESCRIPTION OF SENIOR NOTES
Please read the following information concerning the Senior Notes in
conjunction with the statements under "DESCRIPTION OF SENIOR NOTES" in the
accompanying prospectus, which the following information supplements and, if
there are any inconsistencies, supersedes. The following description is not
complete. The Senior Notes will be issued under the Indenture dated as of
October 1, 1995, as supplemented (the "Indenture"), that we have entered into
with The Bank of New York, as trustee (the "Trustee"). The Indenture is
described in the accompanying prospectus and is filed as an exhibit to the
registration statement under which the Senior Notes are being offered and sold.
GENERAL
We will offer $110 million of % Senior Notes, Series due as
a series of notes under the Indenture.
INTEREST PAYMENTS
The entire principal amount of the Senior Notes will mature and become due
and payable, together with any accrued and unpaid interest, on ,
. Each Senior Note will bear interest at the annual rate set forth on the
cover page of this prospectus supplement beginning , 2000. The
interest will be payable semi-annually on and ,
commencing , 2001. Interest will be paid to the person in whose name
the Senior Note is registered at the close of business on or
immediately preceding or . We will compute
the amount of interest payable on the basis of a 360-day year of twelve 30-day
months.
REDEMPTION PROVISION
We may redeem the Senior Notes at any time, in whole or in part, at a
redemption price equal to the greater of (1) the principal amount being redeemed
or (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Senior Notes being redeemed, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus basis points, plus in each
case accrued interest to the redemption date.
"Treasury Rate" means, for any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for the redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Senior Notes that would be utilized, at the time of
selection and in accordance with customary financial
S-3
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Senior Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with us.
"Comparable Treasury Price" means, for any redemption date, (1) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day
preceding the redemption date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(2) if that release (or any successor release) is not published or does not
contain those prices on that business day, the average of the Reference Treasury
Dealer Quotations for the redemption date.
"Reference Treasury Dealer Quotations" means, for each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by the Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding the redemption date.
"Reference Treasury Dealer" means Lehman Brothers Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and their respective successors, provided,
however, that if either of them ceases to be a primary U.S. Government
securities dealer in New York City, we will appoint another primary U.S.
Government securities dealer as a substitute.
If we elect to redeem less than all of the Senior Notes, and the Senior
Notes are at the time represented by a global security, then the Depository will
select by lot the particular interest to be redeemed. If we elect to redeem less
than all of the Senior Notes, and the Senior Notes are not represented by a
global security, then the Trustee will select the particular Senior Notes to be
redeemed in a manner it deems appropriate and fair.
The Senior Notes do not provide for any sinking fund.
FORMS AND DENOMINATION
The Senior Notes will be issued as one or more global securities in the name
of a nominee of The Depository Trust Company and will be available only in
book-entry form. See "BOOK-ENTRY SYSTEM" in the accompanying prospectus. The
Senior Notes are available for purchase in multiples of $1,000.
SAME-DAY SETTLEMENT AND PAYMENT
The underwriters will pay us and settle for the Senior Notes in immediately
available funds. We will make all payments of principal and interest in
immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Senior
Notes will trade in the Depository Same-Day Funds Settlement System until
maturity or until the Senior Notes are issued in certificated form, and
secondary market trading activity in the Senior Notes will therefore be required
by the Depository to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Senior Notes.
S-4
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement, the
form of which was filed as an exhibit to the registration statement under which
we are selling the Senior Notes, we have agreed to sell to each of the
underwriters named below, and each of the underwriters has severally agreed to
purchase from us the respective amount of the Senior Notes set forth opposite
its name below:
PRINCIPAL AMOUNT OF
UNDERWRITER SENIOR NOTES
- ----------- -------------------
Lehman Brothers Inc........................................ $
A.G. Edwards & Sons, Inc................................... $
Merrill Lynch, Pierce, Fenner & Smith Incorporated......... $
If any of the Senior Notes are purchased by the underwriters under the
purchase agreement, then all of the Senior Notes must be purchased.
The underwriters have advised us that they propose initially to offer the
Senior Notes to the public at the public offering price set forth on the cover
page of this prospectus supplement. They also may offer the Senior Notes to
dealers at this public offering price less a concession not in excess of %
of the principal amount of the Senior Notes. The underwriters may allow, and the
dealers may reallow, a concession not in excess of % of the principal amount
of the Senior Notes on sales to other dealers. After the initial offering of the
Senior Notes to the public is completed, the underwriters may change the
offering price and the concessions.
The following table shows the underwriting discounts and commissions that we
will pay to the underwriters in connection with this offering of the Senior
Notes.
PER SENIOR NOTE TOTAL
--------------- --------
Underwriting discount............................... % $
Prior to this offering, there has been no public market for the Senior
Notes. The underwriters have informed us that they may make a market in the
Senior Notes from time to time. In connection with the offering of the Senior
Notes, the rules of the Securities and Exchange Commission permit the
underwriters to engage in transactions that stabilize the price of the Senior
Notes. These transactions may consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Senior Notes. If the
underwriters create a short position in the Senior Notes (that is, if they sell
a larger principal amount of the Senior Notes than is set forth on the cover
page of this prospectus supplement), the underwriters may reduce that short
position by purchasing Senior Notes in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might otherwise be in the absence of those purchases. Neither we nor any of
the underwriters can predict the direction or magnitude of any effect that the
transactions described above may have on the price of the Senior Notes. In
addition, neither we nor any of the underwriters can assure you that the
underwriters will in fact engage in these transactions, or that these
transactions, once begun, will not be discontinued without notice by the
underwriters.
We estimate that our total expenses for this offering, not including the
underwriting discount, will be $ .
We have agreed to indemnify the underwriters against some liabilities,
including liabilities under the Securities Act of 1933. Alternatively, we may be
required to contribute to payments that the underwriters may be required to make
as a result of these liabilities.
In the ordinary course of their respective businesses, the underwriters and
their affiliates have engaged, and may in the future engage, in investment
banking or commercial banking transactions with us and our affiliates.
S-5
PROSPECTUS
OKLAHOMA GAS AND ELECTRIC COMPANY
321 N. HARVEY, P.O. BOX 321
OKLAHOMA CITY, OKLAHOMA 73101-0321
(405) 553-3000
SENIOR NOTES
------------------
We may offer for sale from time to time up to $110,000,000 aggregate
principal amount of our unsecured senior notes. We refer to the senior notes
being offered by this prospectus as "Senior Notes." We may sell the Senior Notes
in one or more series (1) through underwriters or dealers, (2) directly to a
limited number of institutional purchasers or (3) through agents. See "Plan of
Distribution." The amount and terms of the sale of a series of Senior Notes will
be determined at the time of sale and included in a prospectus supplement that
will accompany this prospectus. Each prospectus supplement will include if
applicable:
- The names of any underwriters, dealers or agents involved in the
distribution of that series of the Senior Notes;
- Any applicable commissions or discounts and the net proceeds to us from
that sale;
- The aggregate principal amount and offering price of that series of the
Senior Notes;
- The rate or rates (or method of calculation) of interest;
- The time or times and place of payment of interest;
- The maturity date or dates; and
- Any redemption terms or other specific terms of that series of Senior
Notes.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 13, 2000.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this process, we may, over the next two years, sell any combination of the
Senior Notes described in this prospectus in one or more offerings up to a total
dollar amount of $110,000,000. This prospectus provides you with a general
description of the Senior Notes we may offer. Each time we sell Senior Notes, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "WHERE YOU CAN FIND MORE INFORMATION."
We believe we have included all information material to investors but some
details that may be important for specific investment purposes have not been
included. To see more detail, you should read the exhibits filed with this
registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room.
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filing made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the Senior Notes.
- Our Annual Report on Form 10-K for the year ended December 31, 1999; and
- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
We are not required to, and do not, provide annual reports to holders of our
Senior Notes unless specifically requested by a holder.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Oklahoma Gas and Electric Company
321 N. Harvey, P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
(405) 553-3000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
2
OKLAHOMA GAS AND ELECTRIC COMPANY
We are a regulated public utility engaged in the generation, transmission
and distribution of electricity to retail and wholesale customers. We are a
wholly-owned subsidiary of OGE Energy Corp., which is a public utility holding
company incorporated in the State of Oklahoma and located in Oklahoma City. We
were incorporated in 1902 under the laws of the Oklahoma Territory and are the
largest electric utility in the State of Oklahoma. We own and operate an
interconnected electric production, transmission and distribution system, which
includes eight active generating stations with a total capability of 5,512,599
kilowatts.
We furnish retail electric service in 280 communities and their contiguous
rural and suburban areas. During 1999, six other communities and two rural
electric cooperatives in Oklahoma and western Arkansas purchased electricity
from us for resale. Our service area, with an estimated population of
1.8 million, covers approximately 30,000 square miles in Oklahoma and western
Arkansas. The area includes Oklahoma City, the largest city in Oklahoma, and Ft.
Smith, Arkansas, the second largest city in that state. Of the 286 communities
that we serve, 257 are located in Oklahoma and 29 in Arkansas. We derived
approximately 90 percent of our total electric operating revenues for the year
ended December 31, 1999 from sales in Oklahoma and the remainder from sales in
Arkansas.
USE OF PROCEEDS
We will add the net proceeds from the sale of the Senior Notes to our
general funds and use those proceeds in connection with the payment at maturity
or the redemption, refunding, refinancing or purchase of outstanding senior
indebtedness, including payment of short-term indebtedness incurred for that
purpose. The specific allocation of the proceeds of a particular series of the
Senior Notes and information relating to the particular senior indebtedness to
be paid at maturity, redeemed, refunded, refinanced or purchased, as well as any
short-term indebtedness incurred for that purpose will be described in the
applicable prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
12 MONTHS
ENDED YEAR ENDED DECEMBER 31,
JUNE 30, ----------------------------------------------------
2000 1999 1998 1997 1996 1995
----------- -------- -------- -------- -------- --------
(UNAUDITED)
Ratio of Earnings to Fixed
Charges........................... 5.13 5.78 6.31 4.40 4.06 3.48
For purposes of computing the ratio of earnings to fixed charges,
(1) earnings consist of income from continuing operations plus fixed charges,
federal and state income taxes, deferred income taxes and investment tax credits
(net); and (2) fixed charges consist of interest on long-term debt, related
amortization, interest on short-term borrowings and a calculated portion of
rents considered to be interest.
Assuming that our variable interest rate debt continues at interest rates in
effect on June 30, 2000, the annual interest requirement on our long-term debt
outstanding at June 30, 2000, was $43,570,634.
DESCRIPTION OF SENIOR NOTES
The description below contains summaries of selected provisions of the
indenture, including the supplemental indenture, under which the Senior Notes
will be issued. These summaries are not complete. The indenture and the form of
supplemental indenture have been filed as exhibits to the registration
statement. You should read the indenture and the supplemental indenture for
provisions that may be important to you. In the summaries below, we have
included references to section numbers of the indenture so that you can easily
locate these provisions.
3
We are not required to issue future issues of indebtedness under the
indenture described in this prospectus. We are free to use other indentures or
documentation, containing provisions different from those described in this
prospectus, in connection with future issues of other indebtedness.
The Senior Notes will be represented either by global securities registered
in the name of The Depository Trust Company ("DTC"), as depository
("Depository"), or its nominee, or by securities in certificate form issued to
the registered owners, as set forth in the applicable prospectus supplement. See
"BOOK-ENTRY SYSTEM" in this prospectus.
GENERAL
The Senior Notes may be issued in one or more new series under an Indenture
dated as of October 1, 1995 between us and The Bank of New York, as successor
trustee (the "Trustee"). This indenture, as previously supplemented by
supplemental indentures and as to be supplemented by a new supplemental
indenture for each series of Senior Notes, is referred to in this prospectus as
the "Indenture." The Senior Notes will be unsecured obligations and will rank on
a parity with our other unsecured indebtedness, including other senior notes
previously issued under the Indenture and senior notes issued under the
Indenture subsequent to the issuance of the Senior Notes. We refer in this
prospectus to senior notes issued under the Indenture, whether previously issued
or to be issued in the future, including the Senior Notes, as the "notes." The
amount of notes that we may issue under the Indenture is not limited.
The Senior Notes may be issued in one or more series, may be issued at
various times, may have differing maturity dates and may bear interest at
differing rates. The prospectus supplement applicable to each issue of Senior
Notes will specify:
- the title, aggregate principal amount and offering price of that series of
Senior Notes;
- the interest rate or rates, or method of calculation of the rate or rates,
on that series, and the date from which the interest will accrue;
- the dates on which interest will be payable;
- the record dates for payments of interest;
- the date on which the Senior Notes of that series will mature;
- any redemption terms;
- the period or periods within which, the price or prices at which and the
terms and conditions upon which the Senior Notes of that series may be
repaid, in whole or in part, at the option of the holder thereof; and
- other specific terms applicable to the Senior Notes of that series.
The applicable prospectus supplement also may describe special United States
federal income tax considerations, if any, applicable to Senior Notes sold at an
original issue discount and special United States federal income tax or other
considerations, if any, applicable to any Senior Notes which are denominated in
other than United States dollars.
Unless otherwise indicated in the applicable prospectus supplement, the
Senior Notes will be denominated in United States currency in minimum
denominations of $1,000 and integral multiples of $1,000.
Unless otherwise indicated in the applicable prospectus supplement, there
will be no provisions in the Indenture or the Senior Notes that require us to
redeem, or permit the holders to cause a redemption of, the Senior Notes or that
otherwise protect the holders in the event that we incur substantial additional
indebtedness, whether or not in connection with a change in control of our
4
company. However, any change in control transaction that involves the incurrence
of substantial additional long-term indebtedness by us could require approval of
state utility regulatory authorities and, possibly, of federal utility
regulatory authorities. Management believes that those approvals would be
unlikely in any transaction that would result in our company, or a successor to
our company, having a highly leveraged capital structure.
REGISTRATION, TRANSFER AND EXCHANGE
Senior Notes of any series may be exchanged for other Senior Notes of the
same series of any authorized denominations and of a like aggregate principal
amount and kind. (Section 2.06.)
Unless we indicate otherwise in the applicable prospectus supplement, Senior
Notes may be presented for registration of transfer (duly endorsed or
accompanied by a duly executed written instrument of transfer), at the office of
the Trustee maintained for that purpose and referred to in the applicable
prospectus supplement, without service charge and upon payment of any taxes and
other governmental charges as described in the Indenture. Any transfer or
exchange will be effected upon the Trustee's satisfaction with the documents of
title and indemnity of the person making the request. (Sections 2.06 and 2.07.)
The Trustee will not be required to exchange or register a transfer of any
Senior Notes of a series that is selected, called or being called for redemption
except, in the case of any Senior Note to be redeemed in part, the portion
thereof not to be so redeemed. (Section 2.06.) See "BOOK-ENTRY SYSTEM."
PAYMENT AND PAYING AGENTS
Principal, interest and premium, if any, on Senior Notes issued in the form
of global securities will be paid in the manner described below under the
caption "BOOK-ENTRY SYSTEM." Unless we indicate otherwise in the applicable
prospectus supplement, interest on Senior Notes that are in the form of
certificated securities will be paid by check mailed to the holder at that
holder's address as it appears in the register for the Senior Notes maintained
by the Trustee; however, a holder of $10,000,000 or more notes having the same
interest payment dates will be entitled to receive payments of interest by wire
transfer to a bank within the continental United States, if appropriate wire
transfer instructions have been received by the Trustee on or prior to the
applicable record date. (Section 2.12.) Unless we indicate otherwise in the
applicable prospectus supplement, the principal, interest at maturity and
premium, if any, on Senior Notes in the form of certificated securities will be
payable in immediately available funds at the office of the Trustee.
(Section 2.12.)
All monies paid by us to a paying agent for the payment of principal,
interest or premium on any Senior Note which remain unclaimed at the end of two
years after that principal, interest or premium has become due and payable will
be repaid to us and the holder of that Senior Note may thereafter look only to
us for payment of that principal, interest or premium. (Section 5.04.)
EVENTS OF DEFAULT
The following are events of default under the Indenture:
- default in the payment of principal and premium, if any, on any note
issued under the Indenture when due and payable and continuance of that
default for a period of 5 days;
- default in the payment of interest on any note issued under the Indenture
when due and continuance of that default for 30 days;
5
- default in the performance or breach of any of our other covenants or
warranties in the Indenture and the continuation of that default or breach
for 90 days after written notice to us as provided in the Indenture; and
- specified events of bankruptcy, insolvency or reorganization of our
company. (Section 8.01.)
If an event of default occurs and is continuing, either the Trustee or the
holders of a majority in principal amount of the outstanding notes may declare
the principal amount of all notes to be due and payable immediately. At any time
after an acceleration of the notes has been declared, but before a judgment or
decree of the immediate payment of the principal amount of the notes has been
obtained, if we pay or deposit with the Trustee a sum sufficient to pay all
matured installments of interest and the principal and any premium which has
become due otherwise than by acceleration and all defaults have been cured or
waived, then that payment or deposit will cause an automatic rescission and
annulment of the acceleration of the notes. (Section 8.01.)
The Trustee generally will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
holders unless the holders have offered acceptable indemnity to the Trustee.
(Section 9.02.) The holders of a majority in principal amount of the outstanding
notes generally will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or of
exercising any trust or power conferred on the Trustee, relating to the notes.
(Section 8.07.) Each holder has the right to institute a proceeding relating to
the Indenture, but this right is subject to conditions precedent specified in
the Indenture. (Section 8.04.) The Trustee is required to give the holders
notice of the occurrence of a default within 90 days of the default, unless the
default is cured or waived. Except in the case of a payment default on the
notes, however, the Trustee may withhold notice if it determines in good faith
that it is in the interest of holders to do so. (Section 8.08.) We are required
to deliver to the Trustee each year a certificate as to whether or not we are in
compliance with the conditions and covenants under the Indenture.
(Section 6.06.)
MODIFICATION
We and the Trustee may modify and amend the Indenture from time to time.
Depending upon the type of amendment, we may not need the consent or approval of
any of the holders of the notes, or we may need either the consent or approval
of the holders of a majority in principal amount of the outstanding notes
affected by the proposed amendment or the consent or approval of each holder
affected by the proposed amendment.
We will not need the consent of the holders for the following types of
amendments:
- adding to our covenants for the benefit of the holders or surrendering a
right given to us in the Indenture;
- adding security for the notes; or
- making various other modifications, generally of a ministerial or
immaterial nature. (Section 13.01.)
We will need the consent of the holders of each outstanding note affected by
a proposed amendment if the amendment would cause any of the following to occur:
- a change in the maturity date of any note;
- a reduction in the interest rate or extension of the time of payment of
interest;
- a reduction in the principal amount of any note, the interest or premium
payable on any note, or the amount of principal that could be declared due
and payable prior to the stated maturity;
6
- a change in the currency of any payment of principal, premium or interest
on any note;
- an impairment of the right of a holder to institute suit for the
enforcement of any payment relating to any note;
- a reduction in the percentage of outstanding notes necessary to consent to
the modification or amendment of the Indenture; or
- a modification in these requirements or a reduction to less than a
majority of the percentage of outstanding notes necessary to waive any
past default. (Section 13.02.)
Amendments other than those described in the above two paragraphs will
require the approval of a majority in principal amount of the outstanding notes.
DEFEASANCE AND DISCHARGE
We may be discharged from all obligations relating to the notes and the
Indenture (except for specified obligations such as obligations to register the
transfer or exchange of notes, replace stolen, lost or mutilated notes and
maintain paying agencies) if we irrevocably deposit with the Trustee, in trust
for the benefit of holders of notes, money or United States government
obligations, or any combination thereof, sufficient to make all payments of
principal, premium and interest on the notes on the dates those payments are
due. To discharge those obligations, we must deliver to the Trustee an opinion
of counsel that the holders of the notes will not recognize income, gain or loss
for federal income tax purposes as a result of the defeasance or discharge of
the Indenture. If we discharge our obligations as described above, the holders
of notes must look only to the funds deposited with the Trustee, and not us, for
payments on the notes. (Section 5.01.)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We will not merge into any other corporation or sell or otherwise transfer
all or substantially all our assets unless the successor or transferee
corporation assumes by supplemental indenture our obligations to pay the
principal, interest and any premium on all the notes and our obligation to
perform every covenant in the Indenture that we are supposed to perform or
observe. Upon any merger, sale or transfer of all or substantially all of our
assets, the successor or transferee corporation will succeed to, and be
substituted for, and may exercise all of our rights and powers under the
Indenture with the same effect as if the successor corporation had been named as
us in the Indenture, and we will be released from all obligations under the
Indenture. The Indenture defines all or substantially all of our assets as being
50% or more of our total assets as shown on our balance sheet as of the end of
the prior year and specifically permits any sale, transfer or conveyance during
a calendar year of less than 50% of our total assets without the consent of the
holders of the notes. (Sections 12.01 and 12.02.)
LIMITATIONS ON LIENS
Unless we indicate otherwise in the applicable prospectus supplement, so
long as any Senior Notes are outstanding, we will not issue, assume or
guarantee, or permit to exist, any debt for money borrowed ("debt") that is
secured by any mortgage, security interest, pledge or lien ("mortgage") on any
of our Operating Property (as defined below), whether we own it at the date of
the Indenture or acquire it later, unless we similarly secure the Senior Notes
and all other notes issued prior to or contemporaneously with the Senior Notes.
This restriction will not apply to:
- mortgages on any property existing at the time we acquire the property or
at the time we acquire the corporation owning the property;
- purchase money mortgages;
- specified governmental mortgages; or
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- any extension, renewal or replacement (or successive extensions, renewals
or replacements) of any mortgage referred to in the three clauses listed
above, as long as the principal amount of indebtedness secured under this
clause and not otherwise authorized by the clauses listed above, does not
exceed the principal amount of indebtedness secured at the time of the
extension, renewal or replacement.
In addition, we can also issue secured debt so long as the amount of the
secured debt, plus the value of Sale and Lease-Back Transactions (as defined
below), does not exceed the greater of 10% of net tangible assets or 10% of
capitalization. (Section 3.01 of Form of Supplemental Indenture). The
supplemental indentures relating to the outstanding notes contain a
substantially similar covenant. (Section 4.01 of Supplemental Indenture No. 1,
Section 4.01 of Supplemental Indenture No. 2 and Section 3.01 of Supplemental
Indenture No. 3).
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS
Unless we indicate otherwise in the applicable prospectus supplement, so
long as any Senior Notes are outstanding, we will not enter into any Sale and
Lease-Back Transaction relating to any of our Operating Property and we will not
permit to remain in effect any Sale and Lease-Back Transaction previously
entered into (except those leases having a term of not more than 48 months), if
we obtain the purchaser's commitment more than 18 months after the later of the
completion of the acquisition or the placing in operation of the Operating
Property. This restriction will not apply if (1) we would be entitled pursuant
to the provisions described in the second sentence under "Limitations on Liens"
above to issue debt secured by a mortgage on that Operating Property without
securing the notes, (2) after giving effect to the Sale and Lease-Back
Transaction, we could incur pursuant to the provisions described in the third
sentence under "Limitations on Liens," additional debt secured by mortgages or
(3) we apply the net proceeds (if a cash sale), or an amount equal to the fair
value of the Operating Property so leased, to the retirement of notes or other
senior or equal ranking debt. (Section 3.02 of Form of Supplemental Indenture).
The supplemental indentures relating to the outstanding notes contain a
substantially similar covenant relating to limitations on Sale and Lease-Back
Transactions. (Section 4.02 of Supplemental Indenture No. 1, Section 4.02 of
Supplemental Indenture No. 2 and Section 3.02 of Supplemental Indenture No. 3).
DEFINITIONS
"Operating Property" means any interest in real property owned by us and any
other asset owned by us that is depreciable in accordance with generally
accepted accounting principles.
"Sale and Lease-Back Transaction" means any arrangement with any person that
leases to us any of our Operating Property (except for temporary leases for a
term of not more than 48 months) that we have sold or transferred, or will sell
or transfer, to that person.
RESIGNATION OR REMOVAL OF TRUSTEE
The Trustee may resign at any time by notifying us in writing and specifying
the day that the resignation is to take effect. The resignation will not take
effect, however, until a successor trustee has been appointed. (Section 9.10.)
The holders of a majority in principal amount of the outstanding notes may
remove the Trustee at any time. In addition, so long as no event of default or
event which, with the giving of notice or lapse of time or both, would become an
event of default has occurred and is continuing, we may remove the Trustee upon
(1) notice to the Trustee and the holder of each note outstanding under the
Indenture and (2) appointment of a successor Trustee. (Section 9.10.)
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CONCERNING THE TRUSTEE
The Bank of New York is the Trustee. We maintain banking relationships with
the Trustee in the ordinary course of business. The Trustee also acts as trustee
for some of our other securities and securities of our affiliates.
BOOK-ENTRY SYSTEM
Each series of Senior Notes offered by this prospectus may be issued in the
form of one or more global securities representing all or part of that series of
Senior Notes. This means that we will not issue certificates for that series of
Senior Notes to the holders. Instead a global security representing that series
will be deposited with, or on behalf of, the Depository and registered in the
name of the Depository or a nominee of the Depository.
The Depository will keep a computerized record of its participants (for
example, your broker) whose clients have purchased Senior Notes represented by a
global security. Unless it is exchanged in whole or in part for a certificated
security, a global security may not be transferred, except that the Depository,
its nominees and their successors may transfer a global security as a whole to
one another.
Beneficial interests in global securities will be shown on, and transfers of
interests will be made only through, records maintained by the Depository and
its participants. The laws of some jurisdictions require that some purchasers
take physical delivery of securities in definitive form. These laws may impair
the ability to transfer beneficial interests in a global security.
We will wire principal, interest and any premium payments to the Depository
or its nominee. We and the Trustee will treat the Depository or its nominee as
the owner of the global security for all purposes, including any notices and
voting. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on a global security to owners of
beneficial interests in a global security.
Unless otherwise specified in the applicable prospectus supplement, DTC will
act as Depository for Senior Notes issued as global securities. The Senior Notes
will be registered in the name of Cede & Co., the DTC partnership nominee.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and other organizations. DTC is owned by a number of its
direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial
relationship with a direct Participant, either directly or indirectly. The rules
that apply to DTC and its Participants are on file with the SEC.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global security as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Participants whose accounts are credited with
Securities on a record date, by using an omnibus proxy. Payments by Participants
to owners of beneficial interests in a global security, and voting by
Participants, will be governed by the customary practices between the
9
Participants and owners of beneficial interests, as is the case with securities
held for the account of customers registered in "street name." However, payments
will be the responsibility of the Participants and not our responsibility or
that of DTC or the Trustee.
Senior Notes of a series represented by a global security will be
exchangeable for certificated securities with the same terms in authorized
denominations only if:
- DTC notifies us that it is unwilling or unable to continue as Depository
or if DTC ceases to be a clearing agency registered under applicable law
and a successor Depository is not appointed by us within 90 days; or
- we determine not to require all of the Senior Notes of a series to be
represented by a global security and notify the Trustee of our decision.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from DTC, and we and any underwriters, dealers or agents take
no responsibility for the accuracy thereof.
Any underwriters, dealers or agents of Senior Notes may be Participants of
DTC.
LEGAL OPINIONS
Legal opinions relating to the Senior Notes will be rendered by our counsel,
Rainey, Ross, Rice & Binns, Oklahoma City, Oklahoma, and Gardner, Carton &
Douglas, Chicago, Illinois, and by Jones, Day, Reavis & Pogue, Chicago,
Illinois, counsel for any underwriters, dealers or agents named in a prospectus
supplement. Rainey, Ross, Rice & Binns will pass on matters pertaining to local
laws and as to these matters other counsel will rely on their opinions. As of
June 30, 2000, Mr. William J. Ross, a partner in Rainey, Ross, Rice & Binns,
owned a beneficial interest in 9,500 shares of common stock of our parent
company, OGE Energy Corp.
EXPERTS
Our financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
PLAN OF DISTRIBUTION
We intend to sell the Senior Notes offered by this prospectus to or through
underwriters or dealers, and may also sell the Senior Notes directly to other
purchasers or through agents, as described in the prospectus supplement relating
to an issue of Senior Notes.
The distribution of the Senior Notes may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to those
prevailing market prices, or at negotiated prices.
In connection with the sale of the Senior Notes, underwriters may receive
compensation from us or from purchasers of Senior Notes for whom they may act as
agents in the form of discounts, concessions, or commissions. Underwriters may
sell Senior Notes to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions, or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers, and agents that participate in the distribution
of Senior Notes may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the resale of Senior
Notes by them may be deemed to be underwriting discounts and commissions under
the
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Securities Act of 1933. Any person who may be deemed to be an underwriter will
be identified, and any compensation received from us will be described, in the
prospectus supplement.
Under agreements into which we may enter in connection with the sale of
Senior Notes, underwriters, dealers, and agents who participate in the
distribution of Senior Notes may be entitled to indemnification by us against
specified liabilities, including liabilities under the Securities Act of 1933.
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$110,000,000
OKLAHOMA GAS AND ELECTRIC COMPANY
% SENIOR NOTES, SERIES DUE
---------------------
PROSPECTUS SUPPLEMENT
, 2000
(INCLUDING PROSPECTUS DATED OCTOBER 13, 2000)
---------------------
LEHMAN BROTHERS
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH & CO.
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