s-3asr.htm
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Registration
No.
333-
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
S-3
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REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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OGE
ENERGY
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OKLAHOMA
GAS
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CORP.
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AND
ELECTRIC COMPANY
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(Exact
name of registrant as specified in its charter)
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Oklahoma
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Oklahoma
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(State
or other jurisdiction of incorporation or
organization)
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73-1481638
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73-0382390
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(I.R.S.
Employer Identification Number)
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321
N. Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
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321
N. Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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PETER
B. DELANEY
Chairman
of the Board, President and Chief Executive Officer
OGE
Energy Corp.
321
N. Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Copies
to:
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ROBERT
J. JOSEPH
Jones
Day
77
West Wacker
Chicago,
Illinois 60601
(312)
269-4176
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JONATHAN
A. KOFF
Chapman
and Cutler LLP
111
W. Monroe Street
Chicago,
Illinois 60603
(312)
845-2978
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Approximate
date of commencement of proposed sale to the
public: From time to time after the effective date of
this registration statement as determined by market conditions and other
factors.
If
the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. o
If any of the
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. þ
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. o
If this Form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. þ
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following
box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
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Non-accelerated
filer
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(Do
not check if a smaller
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Smaller
reporting
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OGE
Energy Corp.
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Oklahoma
Gas and Electric Company
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of
Securities
to be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Unit
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Proposed
Maximum
Aggregate
Offering
Price
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Amount
of
Registration
Fee(1)(2)
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Common
Stock, par value $0.01 per share, and
Preferred Share Purchase Rights
of OGE Energy
Corp.(3)
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Debt
Securities of OGE Energy Corp.
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Debt
Securities of Oklahoma Gas and Electric
Company
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(1) There
are being registered hereunder a currently indeterminate number of shares
of common stock, par value $0.01 per share, of OGE Energy Corp. and a
currently indeterminate principal amount of debt securities of OGE Energy
Corp. and debt securities of Oklahoma Gas and Electric Company, in each
case as may from time to time be offered at indeterminate
prices.
(2) In
accordance with Rules 456(b) and 457(r) under the Securities Act, the
registrants are deferring payment of the registration fee, except for
$13,494 that has already been paid as follows: (i) $5,634 that has
already been paid with respect to 4,365,243 shares of OGE Energy Corp.
common stock that are not yet sold that were previously included in OGE
Energy Corp.’s registration statement on Form S-3 filed June 19,
2008 (no. 333-151780) and (ii) $7,860 that has already been paid
with respect to $200,000,000 aggregate principal amount of debt securities
of Oklahoma Gas and Electric Company that are not yet sold that were
previously included on Oklahoma Gas and Electric Company’s registration
statement on Form S-3 filed June 6, 2008
(no. 333-151465). Pursuant to Rule 457(p) under the
Securities Act, such unutilized registration fees may be applied to the
registration fees payable pursuant to this registration
statement. In accordance with Rule 415(a)(6) under the
Securities Act, the offering of securities under registration statement
no. 333-151780 and registration statement no. 333-151465 will be
terminated concurrently with the filing of this registration
statement.
(3) Each
share of OGE Energy Corp.’s common stock, par value $0.01 per share,
automatically includes one-half of a right to purchase one one-hundredth
of a share of Series A Preferred Stock, par value $0.01 per share,
pursuant to the Amended and Restated Rights Agreement dated
October 10, 2000 between OGE Energy Corp. and ChaseMellon Shareholder
Services LLC (now BNY Mellon Shareowner Services), as Rights
Agent.
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EXPLANATORY
NOTE
This
registration statement contains two prospectuses, the first of which is to be
used in connection with offerings of the securities referenced in
clause (1) below and the second of which is to be used in connection with
offerings of the securities referenced in clause (2) below:
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(1)
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the
common stock, par value $0.01 per share, and debt securities of OGE Energy
Corp. registered pursuant to this registration statement;
and
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(2)
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the
debt securities of Oklahoma Gas and Electric Company registered pursuant
to this registration statement.
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Each
offering of securities made under this registration statement will be made
pursuant to one of these prospectuses, with the specific terms of the securities
offered thereby set forth in an accompanying prospectus supplement.
PROSPECTUS
OGE
ENERGY CORP.
321
N. Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
COMMON
STOCK, $0.01 PAR VALUE PER SHARE
DEBT
SECURITIES
________________________
We may
offer for sale from time to time in one or more issuances (1) shares of our
common stock, par value $0.01 per share, and (2) one or more series of
unsecured debt securities, which may be notes or debentures or other unsecured
evidences of indebtedness. The common stock and debt securities are
collectively referred to in this prospectus as the “Securities.” We
will offer the Securities in an amount and on terms to be determined by market
conditions at the time of the offering.
We will
provide the specific terms of these Securities in supplements to this
prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest. This prospectus
may not be used to sell Securities unless accompanied by a prospectus
supplement.
Our
common stock trades on the New York Stock Exchange under the symbol
“OGE.” On May 3, 2010, the closing price of our common stock on
the New York Stock Exchange was $41.87 per share.
Each
share of our common stock automatically includes one-half of a right to purchase
one one-hundredth of a share of Series A Preferred Stock, par value $0.01 per
share, pursuant to the Amended and Restated Rights Agreement dated
October 10, 2000.
Prior
to making a decision about investing in our Securities, you should consider
carefully any risk factors contained in a prospectus supplement, as well as the
risk factors set forth in our most recently filed Annual Report on
Form 10-K and other filings we may make from time to time with the
Securities and Exchange Commission (“SEC”). See “Risk Factors” on
page 3.
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Neither
the SEC nor any state securities commission has approved or disapproved of these
Securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
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The date
of this prospectus is May 6, 2010.
You
should rely only on the information contained in or incorporated by reference
into this prospectus and in any prospectus supplement or in any free writing
prospectus that we may provide to you. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these Securities in any
jurisdiction where the offer or sale is not permitted. You should
assume that the information contained in or incorporated by reference into this
prospectus and in any prospectus supplement or in any free writing prospectus
that we may provide to you is accurate only as of the date on the front cover of
those documents.
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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FORWARD-LOOKING
STATEMENTS
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1
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OGE
ENERGY CORP.
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RISK
FACTORS
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USE
OF PROCEEDS
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3
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RATIO
OF EARNINGS TO FIXED CHARGES
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3
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DESCRIPTION
OF CAPITAL STOCK
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DESCRIPTION
OF DEBT SECURITIES
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10
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BOOK-ENTRY
SYSTEM
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PLAN
OF DISTRIBUTION
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LEGAL
OPINIONS
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EXPERTS
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WHERE
YOU CAN FIND MORE INFORMATION
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ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC
utilizing a “shelf” registration process. Under this process, we are
registering an unspecified amount of our Securities, and may issue any of such
Securities in one or more offerings. This prospectus provides you
with a general description of the Securities we may offer. Each time
we sell any of the Securities, 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 the
applicable prospectus supplement together with the additional information
described under the heading “Where You Can Find More
Information.” For more details, you should read the exhibits filed
with the registration statement of which this prospectus is a
part. In this prospectus, “we,” “us,” “our” and “our company” refer
to OGE Energy Corp.
FORWARD-LOOKING STATEMENTS
Except
for the historical statements contained herein and therein, the matters
discussed in this prospectus and the documents incorporated by reference are
forward-looking statements that are subject to certain risks, uncertainties and
assumptions. Such forward-looking statements are intended to be
identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“objective,” “plan,” “possible,” “potential,” “project” and similar
expressions. Actual results may vary materially. Factors
that could cause actual results to differ materially from the forward-looking
statements include, but are not limited to:
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general
economic conditions, including the availability of credit, access to
existing lines of credit, actions of rating agencies and their impact on
capital expenditures;
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our
ability and the ability of our subsidiaries to access the capital markets
and obtain financing on favorable
terms;
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prices
and availability of electricity, coal, natural gas and natural gas
liquids, each on a stand-alone basis and in relation to each
other;
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business
conditions in the energy and natural gas midstream
industries;
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competitive
factors including the extent and timing of the entry of additional
competition in the markets we
serve;
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availability
and prices of raw materials for current and future construction
projects;
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Federal
or state legislation and regulatory decisions and initiatives that affect
cost and investment recovery, have an impact on rate structures or affect
the speed and degree to which competition enters our
markets;
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environmental
laws and regulations that may impact our
operations;
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changes
in accounting standards, rules or
guidelines;
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the
discontinuance of accounting principles for certain types of
rate-regulated activities;
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creditworthiness
of suppliers, customers and other contractual
parties;
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the
higher degree of risk associated with our nonregulated business compared
with our regulated utility business;
and
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other
risk factors listed from time to time in the reports we file with the
SEC.
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In light
of these risks and uncertainties, there can be no assurance that the results and
events contemplated by the forward-looking statements contained in or
incorporated by reference in this prospectus will in fact
transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. These risks and uncertainties are discussed in more detail
under “Business,” “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Notes to Consolidated
Financial Statements” in our Annual Report on Form 10-K for the year ended
December 31, 2009 and other documents on file with the SEC. You
may obtain copies of these documents as described under “Where You Can Find More
Information.” We may also describe additional risk factors in the
applicable prospectus supplement.
OGE ENERGY CORP.
We are an
energy and energy services provider offering physical delivery and related
services for both electricity and natural gas primarily in the south central
United States. We conduct these activities through four business
segments: (i) electric utility, (ii) natural gas transportation and
storage, (iii) natural gas gathering and processing and (iv) natural
gas marketing.
Our
electric utility segment generates, transmits, distributes and sells electric
energy in Oklahoma and western Arkansas. These operations are
conducted through Oklahoma Gas and Electric Company (“OG&E”) and are subject
to rate regulation by the Oklahoma Corporation Commission, the Arkansas Public
Service Commission and the Federal Energy Regulatory
Commission. OG&E is the largest electric utility in Oklahoma, and
its franchised service territory includes the Fort Smith, Arkansas
area. OG&E sold its retail gas business in 1928 and is no longer
engaged in the gas distribution business.
Our
natural gas gathering, processing, transportation and storage operations are
conducted through our subsidiary, Enogex LLC, and its subsidiaries (“Enogex”),
which are providers of integrated natural gas midstream
services. Most of Enogex’s natural gas gathering, processing,
transportation and storage assets are strategically located in the Arkoma and
Anadarko basins of Oklahoma and the Texas Panhandle.
Our
natural gas marketing segment operations are conducted through our subsidiary,
OGE Energy Resources, Inc. (“OERI”). Enogex has historically
utilized, and is expected to continue to utilize, OERI for natural gas
marketing, hedging, risk management and other related activities.
We were
incorporated in Oklahoma on August 4, 1995 and became the holding company
parent of OG&E and Enogex on December 31, 1996. Our
principal executive offices are located at 321 N. Harvey, P.O. Box 321, Oklahoma
City, Oklahoma 73101-0321. Our telephone number is (405)
553-3000. Our web site address is www.oge.com. Our web
site address is provided for informational purposes only. No
information contained in, or that can be accessed through, our web site is to be
considered part of this prospectus.
RISK FACTORS
An
investment in our Securities involves risk. Prior to making a
decision about investing in our Securities, you should carefully consider any
risk factors contained in a prospectus supplement, as well as the risk factors
set forth in our most recently filed Annual Report on Form 10-K under the
heading “Risk Factors” and other filings we may make from time to time with the
SEC. Such factors could affect actual results and cause results to
differ materially from those expressed in any forward-looking statements made by
or on our behalf. Additional risks and uncertainties not currently
known to us or that we currently view as immaterial may also affect our business
operations.
USE OF PROCEEDS
Unless we
indicate otherwise in any applicable prospectus supplement or other offering
materials, we intend to add the net proceeds from the sale of the Securities to
our general funds and to use those proceeds for general corporate purposes,
including to fund our operating units and subsidiaries and to repay short-term
debt. The specific use of the proceeds of a particular offering of
Securities will be described in the applicable prospectus
supplement.
RATIO OF EARNINGS TO FIXED CHARGES
(unaudited)
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Twelve |
Three
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Months |
Months |
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Ended |
Ended |
Year
Ended December 31,
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March
31, |
March
31, |
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2010 |
2010 |
2009 |
2008 |
2007 |
2006 |
2005 |
| Ratio
of Earnings to Fixed Charges |
3.60 |
2.48 |
3.38 |
3.50 |
4.65 |
4.28 |
3.37 |
Due to
normal seasonal fluctuations within our business and other factors, our
operating results for the three months ended March 31, 2010 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2010 or for any future period.
For
purposes of computing our ratio of earnings to fixed charges, (1) earnings
consist of pre-tax income from continuing operations plus fixed charges, less
allowance for borrowed funds used during construction and other capitalized
interest 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
March 31, 2010, the annual interest requirement on our long-term debt
outstanding at March 31, 2010, was approximately $129.0
million.
DESCRIPTION OF CAPITAL
STOCK
The
following statements are summaries of certain provisions of our Restated
Certificate of Incorporation and are subject to the detailed provisions thereof.
Such summaries do not purport to be complete, and reference is made to our
Restated Certificate of Incorporation (which is filed as Exhibit 3.01 to
our Form 10-K for the year ended December 31, 1996, File
No. 1-12579) for a full and complete statement of such
provisions.
Authorized
Shares
Under our
Restated Certificate of Incorporation, we are authorized to issue 125,000,000
shares of common stock, par value $0.01 per share, of which 97,205,073 shares
were outstanding on March 31, 2010.
We are
also authorized to issue 5,000,000 shares of preferred stock, par value $0.01
per share. As discussed below under the caption “—Rights to Purchase
Series A Preferred Stock,” we have created a series of preferred stock
designated as “Series A Preferred Stock” and the number of shares
constituting such series is 1,250,000. No shares of such
Series A Preferred Stock and no shares of any other preferred stock are
currently outstanding. Without shareholder approval, we may issue
preferred stock in the future in such series as may be designated by our board
of directors. In creating any such series, our board of directors has
the authority to fix the rights and preferences of each series with respect to,
among other things, the dividend rate, redemption provisions, liquidation
preferences, sinking fund provisions, conversion rights and voting
rights. The terms of any series of preferred stock that we may issue
in the future may provide the holders of such preferred stock with rights that
are senior to the rights of the holders of our common stock.
Dividend
Rights
Before we
can pay any dividends on our common stock, the holders of our preferred stock
that may be outstanding are entitled to receive their dividends at the
respective rates as may be provided for the shares of their
series. Because we are a holding company and conduct all of our
operations through our subsidiaries, our cash flow and ability to pay dividends
will be dependent on the earnings and cash flows of our subsidiaries and the
distribution or other payment of those earnings to us in the form of dividends
or distributions, or in the form of repayments of loans or advances to
us. We expect to derive principally all of the funds required by us
to enable us to pay dividends on our common stock from dividends paid by
OG&E, on OG&E’s common stock, and from distributions paid by Enogex, on
Enogex’s limited liability company interests. Our ability to receive
dividends on OG&E’s common stock is subject to the prior rights of the
holders of any OG&E preferred stock that may be outstanding, the covenants
of OG&E’s certificate of incorporation and OG&E’s debt instruments
limiting the ability of OG&E to pay dividends and the ability of public
utility commissions that regulate OG&E to effectively restrict the payment
of dividends by OG&E. Our ability to receive distributions on
Enogex’s limited liability company interests is subject to the prior rights of
existing and future holders of such limited liability company interests that may
be outstanding and the covenants of Enogex’s debt instruments (including its
credit facility) limiting the ability of Enogex to pay
distributions.
Under
OG&E’s certificate of incorporation, if any shares of its preferred stock
are outstanding, dividends (other than dividends payable in common stock),
distributions or acquisitions of OG&E common stock:
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may
not exceed 50% of OG&E’s net income for a prior 12-month period, after
deducting dividends on any preferred stock during the period, if the sum
of the capital represented by common stock, premiums on capital stock
(restricted to premiums on common stock only by SEC orders) and surplus
accounts is less than 20% of
capitalization;
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may
not exceed 75% of OG&E’s net income for such 12-month period, as
adjusted, if this capitalization ratio is 20% or more, but less than 25%;
and
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if
this capitalization ratio exceeds 25%, dividends, distributions or
acquisitions may not reduce the ratio to less than 25% except to the
extent permitted by the provisions described in the above two bullet
points.
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OG&E’s
certificate of incorporation further provides that no dividend may be declared
or paid on the OG&E common stock until all amounts required to be paid or
set aside for any sinking fund for the redemption or purchase of OG&E
cumulative preferred stock, par value $25 per share, have been paid or set
aside. Currently, no shares of OG&E preferred stock are
outstanding and no portion of the retained earnings of OG&E is currently
restricted by these provisions.
Under
Enogex’s current credit facility, Enogex generally may not make distributions if
an event of default exists and otherwise may make monthly and quarterly
distributions in amounts not to exceed the amount by which Enogex’s cash on hand
exceeds its current and anticipated needs, including, without limitation, for
operating expenses, debt service, acquisitions and a reasonable contingency
reserve.
Voting
Rights
Each
holder of common stock and each holder of Series A Preferred Stock that may
be issued in the future is entitled to one vote per share upon all matters upon
which shareowners have the right to vote and generally will vote together as one
class. Our board of directors has the authority to fix conversion and voting
rights for any new series of preferred stock (including the right to elect
directors upon a failure to pay dividends), provided that no share of preferred
stock can have more than one vote per share. If, however, any
Series A Preferred Stock is issued in the future and if and when dividends
payable on such Series A Preferred Stock that may be issued in the future
are in default for six full quarterly dividends and thereafter until all
defaults shall have been paid, the holders of the Series A Preferred Stock,
voting separately as one class, to the exclusion of the holders of common stock,
will be entitled to elect two directors.
Our
Restated Certificate of Incorporation also contains “fair price” provisions,
which require the approval by the holders of at least 80% of the voting power of
our outstanding voting stock as a condition for mergers, consolidations, sales
of substantial assets, issuances of capital stock and certain other business
combinations and transactions involving us and any substantial (10% or more)
holder of our voting stock unless the transaction is either approved by a
majority of the members of our board of directors who are unaffiliated with the
substantial holder or specified minimum price and procedural requirements are
met. The provisions summarized in the foregoing sentence may be
amended only by the approval of the holders of at least 80% of the voting power
of our outstanding voting stock. Our voting stock consists of all
outstanding shares entitled to vote generally in the election of directors and
currently consists of our common stock.
Our
voting stock does not have cumulative voting rights for the election of
directors. Subject to the rights of the holders of the Series A Preferred
Stock (if any are issued) to elect directors under certain circumstances, our
Restated Certificate of Incorporation and By-Laws currently contain provisions
stating that: (1) the board of directors will be divided into three classes
as nearly equal in number as possible with staggered terms of office so that
only approximately one-third of the directors are elected at each annual meeting
of shareowners; (2) directors may be removed only with the approval of the
holders of at least 80% of the voting power of our shares generally entitled to
vote; (3) any vacancy on the board of directors will be filled only by the
remaining directors then in office, though less than a quorum; (4) advance
notice of introduction by shareowners of business at annual shareowner meetings
and of shareowner nominations for the election of directors must be given and
that certain information must be provided with respect to such matters;
(5) shareowner action may be taken only at an annual meeting of shareowners
or a special meeting of shareowners called by the President or the board of
directors; and (6) the foregoing provisions may be amended only by the
approval of the holders of at least 80% of the voting power of the shares
generally entitled to vote. These provisions, along with the “fair
price” provisions discussed above, the business combination and control share
acquisition provision discussed below and the Rights described below, may deter
attempts to cause a change in control of our company (by proxy contest, tender
offer or otherwise) and will make more difficult a change in control that is
opposed by our board of directors.
Liquidation
Rights
Subject
to the prior rights of the holders of the Series A Preferred Stock that may
be issued in the future and the possible prior rights of holders of other
preferred stock that may be issued in the future, in the event of our
liquidation, dissolution or winding up, whether voluntary or involuntary, the
holders of our common stock are entitled to receive the remaining assets and
funds pro rata, according to the number of shares of common stock
held.
Other
Provisions
Oklahoma
has enacted legislation aimed at regulating takeovers of corporations and
restricting specified business combinations with interested
shareholders. Under the Oklahoma General Corporation Act, a
shareowner who acquires more than 15% of the outstanding voting shares of a
corporation subject to the statute, but less than 85% of such shares, is
prohibited from engaging in specified “business combinations” with the
corporation for three years after the date that the shareowner became an
interested stockholder. This provision does not apply if
(1) before the acquisition date the corporation’s board of directors has
approved either the business combination or the transaction in which the
shareowner became an interested shareowner or (2) the corporation’s board
of directors approves the business combination and at least two-thirds of the
outstanding voting stock of the corporation not owned by the interested
shareowner vote to authorize the business combination. The term
“business combination” encompasses a wide variety of transactions with or caused
by an interested shareowner in which the interested shareowner receives or could
receive a benefit on other than a pro rata basis with other shareowners,
including mergers, specified asset sales, specified issuances of additional
shares to the interested shareowner, transactions with the corporation that
increase the proportionate interest of the interested shareowner or transactions
in which the interested shareowner receives certain other benefits.
Oklahoma
law also contains control share acquisition provisions. These
provisions generally require the approval of the holders of a majority of the
corporation’s voting shares held by disinterested shareowners before a person
purchasing one-fifth or more of the corporation’s voting shares can vote the
shares in excess of the one-fifth interest. Similar shareholder approvals are
required at one-third and majority thresholds.
The board
of directors may allot and issue shares of common stock for such consideration,
not less than the par value thereof, as it may from time to time
determine. No holder of common stock has the preemptive right to
subscribe for or purchase any part of any new or additional issue of stock or
securities convertible into stock. Our common stock is not subject to
further calls or to assessment by us.
Our
common stock is listed on the New York Stock Exchange. BNY Mellon
Shareowner Services is the Transfer Agent and Registrar for our common
stock.
Rights
to Purchase Series A Preferred Stock
On
August 7, 1995, our board of directors declared a dividend of one preferred
stock purchase right (a “Right” or “Rights”) for each outstanding share of our
common stock. As a result of the two-for-one split of our common
stock paid in the form of a stock dividend on June 15, 1998, one-half of a
Right automatically trades with each share of common stock. Our board
of directors subsequently determined it to be in our best interests and in the
best interests of our shareholders to amend and restate our Rights Agreement to
extend its term to December 11, 2010 and to change the Purchase Price (as
described below) to $130. If and when the Rights become exercisable,
each Right will entitle the holder of record to purchase from us one
one-hundredth of a share of our Series A Preferred Stock, par value $0.01 per
share (“Series A Preferred Stock”), at a price of $130 per one
one-hundredth of a share (the “Purchase Price”), although the price and the
securities to be purchased are subject to adjustment as described
below. The description and terms of the Rights are set forth in an
Amended and Restated Rights Agreement dated October 10, 2000 (the “Rights
Agreement”) between us and ChaseMellon Shareholder Services LLC (now BNY Mellon
Shareowner Services), as Rights Agent (the “Rights Agent”).
Initially,
(1) the Rights will not be exercisable, (2) separate evidence of
ownership of the Rights will not be sent to shareowners, (3) the Rights
will be evidenced by the common stock certificates or electronic book-entry
registration of such common stock, (4) the Rights will automatically trade
with the common stock, (5) the Rights will be transferred with and only
with such common stock, and (6) the surrender for transfer of any
certificates for common stock outstanding, or the book-entry transfer of such
common stock, will also constitute the transfer of the Rights associated with
the common stock represented thereby.
Separate
certificates representing the Rights will be distributed as soon as practicable
after the “Distribution Date,” which is the close of business on the earlier
of:
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the
tenth day after a public announcement (or, if earlier, the date a majority
of our board of directors becomes aware) that a person or group of
affiliated or associated persons acquired, or obtained
the
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right to
acquire, beneficial ownership of our common stock or other securities
representing 20% or more of the voting power of all of our securities then
outstanding generally entitled to vote for the election of directors (such
person or group being called an “Acquiring Person” and such date of first public
announcement being called the “Stock Acquisition Date”), or
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the
tenth day after the commencement of, or public announcement of an
intention to commence, a tender or exchange offer the consummation of
which would result in the ownership of 20% or more of our outstanding
voting power (the earlier of the dates in clause (1) or (2) being
called the “Distribution Date”).
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As soon
as practicable following the Distribution Date, separate certificates
representing the Rights (“Right Certificates”) will be mailed to holders of
record of our common stock as of the close of business on the Distribution Date,
and such certificates alone will evidence the Rights from and after the
Distribution Date.
Even if
they have acquired, or obtained the right to acquire, beneficial ownership of
20% or more of our voting power, each of the following persons (an “Exempt
Person”) will not be deemed to be an Acquiring Person: (1) us, OG&E,
any of our direct or indirect subsidiaries or any of our, OG&E’s or our
direct or indirect subsidiaries’ employee benefit plans or employee stock plans;
and (2) any person who becomes an Acquiring Person solely by virtue of a
reduction in the number of outstanding shares of common stock, unless and until
such person shall become the beneficial owner of, or make a tender offer for any
additional shares of common stock.
The
holders of the Rights are not required to take any action until the Rights
become exercisable. The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
December 11, 2010, unless earlier redeemed or exchanged by us as described
below.
In order
to protect the value of the Rights to the holders, the Purchase Price and the
number of shares of Series A Preferred Stock (or other securities or property)
issuable upon exercise of the Rights are subject to adjustment from time to time
(1) in the event of a stock dividend on, or subdivision, combination or
reclassification of, our common stock or Series A Preferred Stock,
(2) upon the grant to holders of the Series A Preferred Stock of
certain rights or warrants to subscribe for Series A Preferred Stock or
convertible securities at less than the current market price of the
Series A Preferred Stock or (3) upon the distribution to holders of
the Series A Preferred Stock of evidences of indebtedness or assets
(excluding dividends payable in Series A Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).
These
adjustments are called anti-dilution provisions and are intended to ensure that
a holder of Rights will not be adversely affected by the occurrence of such
events. Except under limited circumstances, we are not required to
adjust the Purchase Price until cumulative adjustments require a change of at
least 1% in the Purchase Price.
In the
event (1) any Person (other than an Exempt Person) becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of common stock
that the independent directors determine prior to the time such offer is made to
be fair to and otherwise in our best interests and in the best interests of our
shareowners) or (2) any Exempt Person who is the beneficial owner of 20% or
more of our outstanding voting power fails to continue to qualify as an Exempt
Person, then each holder of record of a Right, other than the Acquiring Person,
will thereafter have the right to receive, upon payment of the Purchase Price,
our common stock (or, in certain circumstances, cash, property or other
securities) having a market value at the time of the transaction equal to twice
the Purchase Price. Rights are not exercisable following such event,
however, until such time as the Rights are no longer redeemable by us as set
forth below. Any Rights that are or were at any time, on or after the
Distribution Date, beneficially owned by an Acquiring Person shall become null
and void.
For
example, at an exercise price of $130 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder to purchase $260 worth of
common stock (or other consideration, as noted above) for
$130. Assuming that the common stock had a per share value of $20 at
such time, the holder of each valid Right would be entitled to purchase 13
shares of common stock for $130.
Subject
to certain limited exceptions, after the Rights have become exercisable, if
(1) we are acquired in a merger or other business combination (in which any
shares of our common stock are changed into or exchanged for
other
securities or assets) or (2) more than 50% of our and our subsidiaries’
assets or earning power (taken as a whole) are sold or transferred in one or a
series of related transactions, the Rights Agreement provides that proper
provision shall be made so that each holder of record of a Right will have the
right to receive, upon payment of the Purchase Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.
To the
extent that insufficient shares of common stock are available for the exercise
in full of the Rights, holders of Rights will receive upon exercise shares of
common stock to the extent available and then other of our securities, including
units of shares of Series A Preferred Stock with terms substantially
comparable to those of the common stock, property, debt securities, or cash, in
proportions determined by us, so that the aggregate value received is equal to
twice the Purchase Price. We, however, shall not be required to issue
any cash, property or debt securities upon exercise of the Rights to the extent
their aggregate value would exceed the amount of cash we would otherwise be
entitled to receive upon exercise in full of the then exercisable
Rights.
No
fractional shares of Series A Preferred Stock or common stock will be
required to be issued upon exercise of the Rights and, in lieu thereof, a
payment in cash may be made to the holder of such Rights equal to the same
fraction of the current market value of a share of Series A Preferred Stock
or, if applicable, common stock.
At any
time until the earlier of (1) 10 days after the Stock Acquisition Date
(subject to extension by the board of directors) or (2) the date the Rights
are exchanged pursuant to the Rights Agreement, we may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the “Redemption
Price”). Immediately upon the action of our board of directors
authorizing redemption of the Rights, the right to exercise the Rights will
terminate, and the only right of the holders of Rights will be to receive the
Redemption Price without any interest thereon.
At any
time after any Person becomes an Acquiring Person, the board of directors may,
at its option, exchange all or part of the outstanding Rights (other than Rights
held by the Acquiring Person and certain related parties) for shares of common
stock at an exchange ratio of two shares of common stock per Right (subject to
certain anti-dilution adjustments). The board may not effect such an exchange,
however, at any time any Person or group owns 50 percent or more of our voting
power. Immediately after the board orders such an exchange, the right
to exercise the Rights shall terminate and the holders of Rights shall
thereafter only be entitled to receive shares of common stock at the applicable
exchange ratio.
Under
presently existing U.S. Federal income tax law, the issuance of the Rights is
not taxable to us or to shareowners and will not change the way in which
shareowners can presently trade our shares of common stock. If the
Rights should become exercisable, shareowners, depending on then existing
circumstances, may recognize taxable income.
The
Rights Agreement may be amended by our board of directors. After the
Distribution Date, however, the provisions of the Rights Agreement may be
amended by the board only to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person or an affiliate or associate of an Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable. In addition, no
supplement or amendment may be made which changes the Redemption Price, the
final expiration date, the Purchase Price or the number of one one-hundredths of
a share of Series A Preferred Stock for which a Right is exercisable,
unless at the time of such supplement or amendment there has been no occurrence
of a Stock Acquisition Date and such supplement or amendment does not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an associate or affiliate of an Acquiring
Person).
Until a
right is exercised, the holder, as such, will have no rights as a shareowner of
us, including, without limitation, the right to vote or to receive
dividends.
The
Rights may have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire us on terms not approved
by the board of directors and, accordingly, will make more difficult a change of
control that is opposed by our board of directors. However, the
Rights should not interfere with a proposed change of control (including a
merger or other business combination) approved by a majority of the board of
directors since the Rights may be redeemed by us at $0.01 per Right at any time
until 10 days after the
Stock
Acquisition Date (subject to extension by the board of
directors). Thus, the Rights are intended to encourage persons who
may seek to acquire control of us to initiate such an acquisition through
negotiations with the board of directors. Nevertheless, the Rights
also may discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial equity position in, or seeking to
obtain control of, us. To the extent any potential acquirers are
deterred by the Rights, the Rights may have the effect of preserving incumbent
management in office.
This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is filed
as an Exhibit to our Report on Form 8-K dated October 26, 2000 (File
No. 1-12579), and is incorporated herein by reference.
DESCRIPTION OF DEBT
SECURITIES
The
description below contains summaries of selected provisions of the indenture,
including the supplemental indenture, under which our debt securities will be
issued. These summaries are not complete. The indenture
and the form of supplemental indenture applicable to our debt securities have
been filed as exhibits to the registration statement of which this prospectus is
a part. 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.
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 not under
this registration statement. At March 31, 2010, there was one
series of senior debt securities, aggregating $100.0 million in principal
amount, outstanding under the Indenture (as defined below).
Our debt
securities 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 certificated form issued to the registered
owners, as described in the applicable prospectus supplement. See
“Book-Entry System” in this prospectus.
General
We may
issue our debt securities as notes or debentures or other unsecured evidences of
indebtedness (collectively referred to as the “Debt Securities”) in one or more
new series under an indenture dated as of November 1, 2004 between us and
UMB Bank, N.A., as 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 Debt Securities, is referred to
in this prospectus as the “Indenture.”
The Debt
Securities will be unsecured obligations and will rank on a parity with our
other existing and future unsecured and unsubordinated indebtedness, including
other senior debt securities previously issued under the Indenture and senior
debt securities issued under the Indenture subsequent to the issuance of the
Debt Securities.
The Debt
Securities will be obligations exclusively of our company. As a
holding company, we have no material assets other than our ownership of the
common stock of our subsidiaries. Unless we say otherwise in a
prospectus supplement, we will rely entirely upon distributions and other
amounts received from our subsidiaries to meet the payment obligations under the
Debt Securities.
Our
subsidiaries are separate and distinct legal entities and have no obligation,
contingent or otherwise, to pay amounts due under the Debt Securities or
otherwise to make any funds available to us. This includes the
payment of dividends or other distributions or the extension of loans or
advances, unless we say otherwise in a prospectus supplement. Public utility
commissions that regulate our utility subsidiary may effectively restrict the
payment of dividends to us by our utility subsidiary. See
“Description of Capital Stock—Dividend Rights” for a description of certain
limits on the ability of our regulated utility subsidiary, OG&E, to pay
dividends on its common stock and the ability of our natural gas transportation
and storage subsidiary, Enogex, to pay dividends on its limited liability
company interests.
Furthermore,
the ability of our subsidiaries to make any payments to us would be dependent
upon the terms of any credit facilities of the subsidiaries and upon the
subsidiaries’ earnings, which are subject to various business risks. In a
bankruptcy or insolvency proceeding, claims of holders of the Debt Securities
would be satisfied solely from our equity interests in our subsidiaries
remaining after the satisfaction of claims of creditors of the
subsidiaries. Accordingly, the Debt Securities are effectively
subordinated to existing and future liabilities of our subsidiaries to their
respective creditors.
We refer
in this prospectus to debt securities issued under the Indenture, whether
previously issued or to be issued in the future, including the Debt Securities,
as the “Notes.” The amount of Notes that we may issue under the
Indenture is not limited.
The Debt
Securities 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 Debt
Securities will specify:
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the
title, aggregate principal amount and offering price of that series of
Debt Securities;
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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;
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the
dates on which interest will be
payable;
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the
record dates for payments of
interest;
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the
date on which the Debt Securities of that series will
mature;
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the
period or periods within which, the price or prices at which and the terms
and conditions upon which the Debt Securities of that series may be
repaid, in whole or in part, at the option of the holder thereof;
and
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other
specific terms applicable to the Debt Securities of that
series.
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Any
special U.S. Federal income tax considerations applicable to Debt Securities
sold at an original issue discount and any special U.S. Federal income tax or
other considerations applicable to any Debt Securities that are denominated in a
currency other than U.S. dollars will be described in the prospectus supplement
relating to that series of Debt Securities.
Unless we
indicate otherwise in the applicable prospectus supplement, the Debt Securities
will be denominated in U.S. dollars in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof.
Unless we
indicate otherwise in the applicable prospectus supplement, there will be no
provisions in the Indenture or the Debt Securities that require us to redeem, or
permit the holders to cause a redemption or repurchase of, the Debt Securities
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 company.
Registration,
Transfer And Exchange
Debt
Securities of any series may be exchanged for other Debt Securities of the same
series of any authorized denominations and of a like aggregate principal amount,
stated maturity and original issue date. (Section 2.06 of the
Indenture.)
Unless we
indicate otherwise in the applicable prospectus supplement, Debt Securities 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 of the Indenture.)
The
Trustee will not be required to exchange or register a transfer of any Debt
Securities of a series that is selected, called or being called for redemption
except, in the case of any Debt Security to be redeemed in part, the portion
thereof not to be so redeemed. (Section 2.06 of the
Indenture.) See “Book-Entry System” in this prospectus.
Payment
and Paying Agents
Principal,
interest and premium, if any, on Debt Securities issued in the form of global
securities will be paid in the manner described below under the heading
“Book-Entry System.” Unless we indicate otherwise in the
applicable
prospectus supplement, interest on Debt Securities 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 Debt Securities
maintained by the Trustee; however, a holder of $10,000,000 or more of 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 of the
Indenture.) Unless we indicate otherwise in the applicable prospectus
supplement, the principal, interest at maturity and premium, if any, on Debt
Securities in the form of certificated securities will be payable in immediately
available funds at the office of the Trustee upon presentation of the Debt
Securities. (Section 2.12 of the Indenture.)
All
monies paid by us to a paying agent for the payment of principal, interest or
premium on any Debt Securities that 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 holders of those Debt Securities may thereafter look only
to us for payment of that principal, interest or
premium. (Section 4.04 of the Indenture.)
Events
of Default
The
following are events of default under the Indenture:
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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 five days;
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default
in the payment of interest on any Note issued under the Indenture when due
and continuance of that default for 30
days;
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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
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specified
events of bankruptcy, insolvency or reorganization of our
company. (Section 7.01 of the
Indenture.)
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Acceleration of
Maturity. 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 7.01 of the Indenture.)
Indemnification
of Trustee. 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 reasonable
security to the Trustee. (Section 8.02 of the
Indenture.)
Right to Direct
Proceedings. 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. The holders of a majority in principal amount of the
outstanding Notes generally will be able to waive any past default or event of
default except a default in the payment of principal, premium or interest on the
Notes. (Section 7.07 of the Indenture.) 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
7.04 of the Indenture.)
Notice of
Default. 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 7.08 of the
Indenture.) 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 5.05 of the
Indenture.)
Modification
Unless we
indicate otherwise in the applicable prospectus supplement, we and the Trustee
may modify and amend the Indenture and the Debt Securities 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 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:
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adding
to our covenants for the benefit of the holders or surrendering a right
given to us in the Indenture;
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adding
security for the Notes; or
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making
various other modifications, generally of a ministerial or immaterial
nature. (Section 12.01 of the
Indenture.)
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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:
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a
change in the maturity date or redemption date of any
Note;
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a
reduction in the interest rate or extension of the time of payment of
interest;
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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;
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a
change in the currency of any payment of principal, premium or interest on
any Note;
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an
impairment of the right of a holder to institute suit for the enforcement
of any payment relating to any
Note;
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a
reduction in the percentage of outstanding Notes necessary to consent to
the modification or amendment of the Indenture;
or
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a
modification of these requirements or a reduction to less than a majority
of the percentage of outstanding Notes necessary to waive any past
default. (Section 12.02 of the
Indenture.)
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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 U.S. 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 U.S. 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 4.01 of the
Indenture.)
Consolidation,
Merger and Sale of Assets; No Financial Covenants
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 66 2/3% or more of our total assets as shown on our balance
sheet at the end of the prior year and specifically permits any sale, transfer
or conveyance during a calendar year of less than 66 2/3% of our total assets
without the consent of the holders of the Notes. (Sections 11.01
and 11.02 of the Indenture.)
Unless we
indicate otherwise in the applicable prospectus supplement, the Indenture will
not contain any financial or other similar restrictive covenants.
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 8.10 of the Indenture.)
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
8.10 of the Indenture.)
Concerning
the Trustee
UMB Bank,
N.A. is the Trustee under the Indenture. We and our affiliates
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
Unless we
indicate otherwise in the applicable prospectus supplement, The Depository Trust
Company (“DTC”), New York, New York, will act as securities depository for the
Debt Securities. The Debt Securities will be issued as
fully-registered securities registered in the name of Cede & Co., DTC’s
partnership nominee, or such other name as may be requested by an authorized
representative of DTC. One fully-registered certificate will be
issued for each issue of Debt Securities, each in the aggregate principal amount
of any such issue, and will be deposited with DTC. If, however, the
aggregate principal amount of any issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount, and an
additional certificate will be issued with respect to any remaining principal
amount of any such issue.
DTC, the
world’s largest securities depository, 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
and provides asset servicing for over 3.5 million issues of U.S. and non-U.S.
equity issues, corporate and municipal debt issues and money market instruments
(from over 100 countries) that DTC’s participants (“Direct Participants”)
deposit with DTC. DTC also facilitates the post-trade settlement
among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the
need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). The DTC Rules applicable to its Participants are on
file with the SEC. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases
of Debt Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Debt Securities on DTC’s
records. The ownership interest of each actual purchaser of each Debt
Security (“Beneficial Owner”) is in turn to be recorded on the Direct and
Indirect Participants’ records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners
are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Debt Securities are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Debt Securities,
except in the event that use of the book-entry system for the Debt Securities is
discontinued.
To
facilitate subsequent transfers, all Debt Securities deposited by Direct
Participants with DTC are registered in the name of DTC’s partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Debt Securities with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do
not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Debt Securities; DTC’s records reflect
only the identity of the Direct Participants to whose accounts such Debt
Securities are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance
of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of Debt Securities may wish to take
certain steps to augment the transmission to them of notices of significant
events with respect to the Debt Securities, such as redemptions, tenders,
defaults, and proposed amendments to the Debt Security documents. For
example, Beneficial Owners of Debt Securities may wish to
ascertain
that the nominee holding the Debt Securities for their benefit has agreed to
obtain and transmit notices to Beneficial Owners. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of notices be provided directly to them.
Redemption
notices shall be sent to DTC. If less than all of the Debt Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of
the interest of each Direct Participant in such issue to be
redeemed.
Neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Debt Securities unless authorized by a Direct Participant in
accordance with DTC’s Issuing/Paying Agent General Operating Procedures, or the
“MMI Procedures.” Under its usual procedures, DTC mails an Omnibus
Proxy to us as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts Debt Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption
proceeds, distributions and interest payments on the Debt Securities will be
made to Cede & Co., or such other nominee as may be requested by an
authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us or our agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in “street name,” and will be the responsibility of
such Participant and not of DTC, our agent or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions and interest payments to Cede & Co. (or
such other nominee as may be requested by an authorized representative of DTC)
is the responsibility of us or our agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.
DTC may
discontinue providing its services as depository with respect to the Debt
Securities at any time by giving reasonable notice to us or our
agent. Under such circumstances, in the event that a successor
depository is not obtained, Debt Security certificates are required to be
printed and delivered.
We may
decide to discontinue use of the system of book-entry-only transfers through DTC
(or a successor securities depository). In that event, Debt Security
certificates will be printed and delivered to DTC.
The
information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that we believe to be reliable, but neither we nor any
underwriter takes any responsibility for the accuracy thereof.
PLAN OF DISTRIBUTION
We may
sell the Securities offered by this prospectus through underwriters, through
dealers, through agents, directly to other purchasers or through a combination
of these methods, as described in the prospectus supplement relating to an
offering of Securities. The distribution of the Securities 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 such prevailing market prices or at negotiated
prices.
The
applicable prospectus supplement will contain specific information relating to
the terms of the offering, including:
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the
name or names of any underwriters or
agents;
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the
purchase price of the Securities;
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our
net proceeds from the sale of the
Securities;
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any
underwriting discounts and other items constituting underwriters’
compensation; and
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the
initial public offering price and any discounts, concessions or
commissions allowed or re-allowed or paid to
dealers.
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By
Underwriters
If
underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account. Underwriters may offer the
Securities directly or through underwriting syndicates represented by one or
more managing underwriters. The underwriters may resell the
Securities in one or more transactions, including negotiated transactions, at a
fixed public offering price, which may be changed, or at varying prices
determined at the time of sale. The obligations of the underwriters
to purchase the Securities will be subject to certain conditions. The
initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
By
Dealers
If
dealers are used in the sale, unless otherwise specified in the applicable
prospectus supplement, we will sell the Securities to the dealers as
principals. The dealers may then resell the Securities to the public
at varying prices to be determined by the dealers at the time of
resale. The applicable prospectus supplement will contain more
information about the dealers, including the names of the dealers and the terms
of our agreement with them.
By
Agents and Direct Sales
We may
sell the Securities directly to the public, without the use of underwriters,
dealers or agents. We may also sell the Securities through agents we
designate from time to time. The applicable prospectus supplement
will contain more information about the agents, including the names of the
agents and any commission we agree to pay the agents.
General
Information
Underwriters,
dealers and agents that participate in the distribution of Securities may be
deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions under the 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.
Our
outstanding common stock is listed for trading on the New York Stock
Exchange. We may engage in at-the-market offerings of our common
stock into an existing trading market in accordance with
Rule 415(a)(4). Any at-the-market offering of our common stock
will be through an underwriter or underwriters acting as principal or agent for
us.
Under
agreements into which we may enter in connection with the sale of Securities,
underwriters, dealers and agents who participate in the distribution of
Securities may be entitled to indemnification by us against specified
liabilities, including liabilities under the Securities Act of
1933.
Agents,
dealers and underwriters may be customers of, engage in transactions with, or
perform services for us or our affiliates in the ordinary course of
business.
LEGAL OPINIONS
Legal
opinions relating to the Securities and certain other matters will be rendered
by our counsel, Rainey Law Firm, Oklahoma City, Oklahoma, and Jones Day,
Chicago, Illinois. Rainey Law Firm will pass on matters pertaining to
local laws and as to these matters other counsel will rely on their
opinions.
Certain
legal matters will be passed upon for any underwriters, dealers or agents named
in a prospectus supplement by Chapman and Cutler LLP, Chicago, Illinois, or such
other underwriters’ counsel as may be named in the applicable prospectus
supplement.
EXPERTS
The
consolidated financial statements of OGE Energy Corp. appearing in OGE Energy
Corp.’s Annual Report on Form 10-K for the year ended December 31,
2009 (including the schedule appearing therein), and the effectiveness of OGE
Energy Corp.’s internal control over financial reporting as of December 31,
2009, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon, included therein, and
incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s web site at www.sec.gov. You may also read and
copy any document we file at the SEC’s Public Reference Room at 100 F Street,
N.E., 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” in this prospectus 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 the information
contained in or incorporated by reference in this prospectus. We
incorporate by reference the following documents:
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Our
Annual Report on Form 10-K for the year ended December 31,
2009;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010;
and
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Our
Current Report on Form 8-K, filed with the SEC on February 23,
2010.
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We also
incorporate by reference all future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on
or after the date of this prospectus until we sell all of the Securities
referred to herein.
We are
not required to, and do not expect to, provide annual reports to holders of our
debt securities 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
OGE
Energy Corp.
321 N.
Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
PROSPECTUS
OKLAHOMA
GAS AND ELECTRIC COMPANY
321
N. Harvey, P.O. Box 321
Oklahoma
City, Oklahoma 73101-0321
(405)
553-3000
DEBT
SECURITIES
________________________
We may
offer for sale from time to time in one or more issuances one or more series of
unsecured debt securities, which may be notes or debentures or other unsecured
evidences of indebtedness. The debt securities are collectively
referred to in this prospectus as the “Securities.” We will offer the
Securities in an amount and on terms to be determined by market conditions at
the time of the offering.
We will
provide the specific terms of these Securities in supplements to this
prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest. This prospectus
may not be used to sell Securities unless accompanied by a prospectus
supplement.
Prior
to making a decision about investing in our Securities, you should consider
carefully any risk factors contained in a prospectus supplement, as well as the
risk factors set forth in our most recently filed Annual Report on
Form 10-K and other filings we may make from time to time with the
Securities and Exchange Commission (“SEC”). See “Risk Factors” on
page 3.
________________________
Neither
the SEC nor any state securities commission has approved or disapproved of these
Securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
________________________
The date
of this prospectus is May 6, 2010.
You
should rely only on the information contained in or incorporated by reference
into this prospectus and in any prospectus supplement or in any free writing
prospectus that we may provide to you. We have not authorized any
other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these Securities in any
jurisdiction where the offer or sale is not permitted. You should
assume that the information contained in or incorporated by reference into this
prospectus and in any prospectus supplement or in any free writing prospectus
that we may provide to you is accurate only as of the date on the front cover of
those documents.
TABLE
OF CONTENTS
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ABOUT
THIS PROSPECTUS
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FORWARD-LOOKING
STATEMENTS
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1
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OKLAHOMA
GAS AND ELECTRIC COMPANY
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2
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RISK
FACTORS
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3
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USE
OF PROCEEDS
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3
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RATIO
OF EARNINGS TO FIXED CHARGES
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3
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DESCRIPTION
OF DEBT SECURITIES
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4
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BOOK-ENTRY
SYSTEM
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9
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PLAN
OF DISTRIBUTION
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11
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LEGAL
OPINIONS
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12
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EXPERTS
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12
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WHERE
YOU CAN FIND MORE INFORMATION
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13
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ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC
utilizing a “shelf” registration process. Under this process, we are
registering an unspecified amount of our Securities, and may issue any of such
Securities in one or more offerings. This prospectus provides you
with a general description of the Securities we may offer. Each time we sell any
of the Securities, 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 the applicable prospectus
supplement together with the additional information described under the heading
“Where You Can Find More Information.” For more details, you should
read the exhibits filed with the registration statement of which this prospectus
is a part. In this prospectus, “we,” “us,” “our” and “our company”
refer to Oklahoma Gas and Electric Company.
FORWARD-LOOKING STATEMENTS
Except
for the historical statements contained herein and therein, the matters
discussed in this prospectus and the documents incorporated by reference are
forward-looking statements that are subject to certain risks, uncertainties and
assumptions. Such forward-looking statements are intended to be
identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“objective,” “plan,” “possible,” “potential,” “project” and similar
expressions. Actual results may vary materially. Factors
that could cause actual results to differ materially from the forward-looking
statements include, but are not limited to:
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general
economic conditions, including the availability of credit, access to
existing lines of credit, actions of rating agencies and their impact on
capital expenditures;
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our
ability and the ability of our parent company, OGE Energy Corp., to access
the capital markets and obtain financing on favorable
terms;
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prices
and availability of electricity, coal and natural
gas;
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business
conditions in the energy industry;
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competitive
factors including the extent and timing of the entry of additional
competition in the markets we
serve;
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availability
and prices of raw materials for current and future construction
projects;
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Federal
or state legislation and regulatory decisions and initiatives that affect
cost and investment recovery, have an impact on rate structures or affect
the speed and degree to which competition enters our
markets;
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environmental
laws and regulations that may impact our
operations;
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changes
in accounting standards, rules or
guidelines;
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the
discontinuance of accounting principles for certain types of
rate-regulated activities;
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creditworthiness
of suppliers, customers and other contractual parties;
and
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other
risk factors listed from time to time in the reports we file with the
SEC.
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In light
of these risks and uncertainties, there can be no assurance that the results and
events contemplated by the forward-looking statements contained in or
incorporated by reference in this prospectus will in fact
transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. These risks and uncertainties are discussed in more detail
under “Business,” “Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Notes to Financial
Statements” in our Annual Report on Form 10-K for the year ended
December 31, 2009 and other documents on file with the SEC. You
may obtain copies of these documents as described under “Where You Can Find More
Information.” We may also describe additional risk factors in the
applicable prospectus supplement.
OKLAHOMA GAS AND ELECTRIC
COMPANY
We
generate, transmit, distribute and sell electric energy in Oklahoma and western
Arkansas. We are subject to rate regulation by the Oklahoma
Corporation Commission, the Arkansas Public Service Commission and the Federal
Energy Regulatory Commission (“FERC”). We are a wholly-owned
subsidiary of OGE Energy Corp. (“OGE Energy”), which is an energy and energy
services provider offering physical delivery and related services for both
electricity and natural gas primarily in the south central United
States. We are the largest electric utility in Oklahoma, and our
franchised service territory includes the Fort Smith, Arkansas
area. We sold our retail gas business in 1928 and are no longer
engaged in the gas distribution business.
We own
and operate an interconnected electric generation, transmission and distribution
system, located in Oklahoma and western Arkansas, which included 11 generating
stations with an aggregate capability of approximately 6,641 megawatts at
December 31, 2009. We furnish retail electric service in 269
communities and their contiguous rural and suburban areas. At
December 31, 2009, four other communities and two rural electric
cooperatives in Oklahoma and western Arkansas purchased electricity from us for
resale. Our service area covers approximately 30,000 square miles in
Oklahoma and western Arkansas, including Oklahoma City, the largest city in
Oklahoma, and Fort Smith, Arkansas, the second largest city in that
state. Of the 269 communities that we serve, 243 are located in
Oklahoma and 26 in Arkansas. We derived approximately 89 percent of
our total electric operating revenues for the year ended
December 31, 2009 from sales in the Oklahoma jurisdiction, eight
percent in the Arkansas jurisdiction and three percent in the FERC
jurisdiction.
We were
incorporated in 1902 under the laws of the Oklahoma Territory and became a
wholly-owned subsidiary of OGE Energy Corp. on December 31,
1996. Our principal executive offices are located at 321 N. Harvey,
P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. Our telephone
number is (405) 553-3000. OGE Energy’s web site address is
www.oge.com. OGE Energy’s web site address is provided for
informational purposes only. No information contained in, or that can
be accessed through, the web site is to be considered part of this
prospectus.
RISK FACTORS
An
investment in our Securities involves risk. Prior to making a
decision about investing in our Securities, you should carefully consider any
risk factors contained in a prospectus supplement, as well as the risk factors
set forth in our most recently filed Annual Report on Form 10-K under the
heading “Risk Factors” and other filings we may make from time to time with the
SEC. Such factors could affect actual results and cause results to
differ materially from those expressed in any forward-looking statements made by
or on our behalf. Additional risks and uncertainties not currently
known to us or that we currently view as immaterial may also affect our business
operations.
USE OF PROCEEDS
Unless we
indicate otherwise in any applicable prospectus supplement or other offering
materials, we intend to add the net proceeds from the sale of the Securities to
our general funds and to use those proceeds for general corporate purposes,
including to fund capital expenditures, to repay short-term debt and to refund
long-term debt at maturity or otherwise. The specific use of the
proceeds of a particular offering of Securities will be described in the
applicable prospectus supplement.
RATIO OF EARNINGS TO FIXED
CHARGES
(unaudited)
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Twelve |
Three
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Months |
Months |
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Ended |
Ended |
Year
Ended December 31,
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March
31, |
March
31, |
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2010 |
2010 |
2009 |
2008 |
2007 |
2006 |
2005 |
| Ratio
of Earnings to Fixed Charges |
3.82 |
1.41
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3.71
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3.25
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4.78
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4.43
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4.44
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Due to
normal seasonal fluctuations within our business and other factors, our
operating results for the three months ended March 31, 2010 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2010 or for any future period.
For
purposes of computing our ratio of earnings to fixed charges, (1) earnings
consist of pre-tax income plus fixed charges, less allowance for borrowed funds
used during construction 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
March 31, 2010, the annual interest requirement on our long-term debt
outstanding at March 31, 2010, was approximately $94.0
million.
DESCRIPTION OF DEBT
SECURITIES
The
description below contains summaries of selected provisions of the indenture,
including the supplemental indenture, under which our Securities will be
issued. These summaries are not complete. The indenture
and the form of supplemental indenture applicable to our Securities have been
filed as exhibits to the registration statement of which this prospectus is a
part. 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.
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 not under
this registration statement. At March 31, 2010, there were nine
series of senior debt securities, aggregating approximately $1.4 billion in
principal amount, outstanding under the Indenture (as defined
below).
Our
Securities 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 certificated form issued to the registered
owners, as described in the applicable prospectus supplement. See
“Book-Entry System” in this prospectus.
General
We may
issue our Securities as notes or debentures or other unsecured evidences of
indebtedness in one or more new series under an indenture dated as of October 1,
1995 between us and UMB Bank, N.A., 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 Securities, is
referred to in this prospectus as the “Indenture.”
The
Securities will be unsecured obligations and will rank on a parity with our
other existing and future unsecured and unsubordinated indebtedness, including
other senior debt securities previously issued under the Indenture and senior
debt securities issued under the Indenture subsequent to the issuance of the
Securities. We refer in this prospectus to securities issued under
the Indenture, whether previously issued or to be issued in the future,
including the Securities, as the “Notes.” The amount of Notes that we
may issue under the Indenture is not limited.
The
Securities 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
Securities will specify:
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the
title, aggregate principal amount and offering price of that series of
Securities;
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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;
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the
dates on which interest will be
payable;
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the
record dates for payments of
interest;
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the
date on which the Securities of that series will
mature;
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the
period or periods within which, the price or prices at which and the terms
and conditions upon which the Securities of that series may be repaid, in
whole or in part, at the option of the holder thereof;
and
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other
specific terms applicable to the Securities of that
series.
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Any
special U.S. Federal income tax considerations applicable to Securities sold at
an original issue discount and any special U.S. Federal income tax or other
considerations applicable to any Securities that are denominated in a currency
other than U.S. dollars will be described in the prospectus supplement relating
to that series of Securities.
Unless we
indicate otherwise in the applicable prospectus supplement, the Securities will
be denominated in U.S. dollars in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.
Unless we
indicate otherwise in the applicable prospectus supplement, there will be no
provisions in the Indenture or the Securities that require us to redeem, or
permit the holders to cause a redemption or repurchase of, the Securities 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 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
Securities
of any series may be exchanged for other Securities of the same series of any
authorized denominations and of a like aggregate principal amount, stated
maturity and original issue date. (Section 2.06 of the
Indenture.)
Unless we
indicate otherwise in the applicable prospectus supplement, Securities 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 of the Indenture.)
The
Trustee will not be required to exchange or register a transfer of any
Securities of a series that is selected, called or being called for redemption
except, in the case of any Security to be redeemed in part, the portion thereof
not to be so redeemed. (Section 2.06 of the
Indenture.) See “Book-Entry System” in this prospectus.
Payment
and Paying Agents
Principal,
interest and premium, if any, on Securities issued in the form of global
securities will be paid in the manner described below under the heading
“Book-Entry System.” Unless we indicate otherwise in the applicable
prospectus supplement, interest on Securities 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 Securities maintained by
the Trustee; however, a holder of $10,000,000 or more of 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 of the
Indenture.) Unless we indicate otherwise in the applicable prospectus
supplement, the principal, interest at maturity and premium, if any, on
Securities in the form of certificated securities will be payable in immediately
available funds at the office of the Trustee upon presentation of the
Securities. (Section 2.12 of the Indenture.)
All
monies paid by us to a paying agent for the payment of principal, interest or
premium on any Securities that 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 holders of those Securities may thereafter look only to us for
payment of that principal, interest or premium. (Section 5.04 of the
Indenture.)
Events
of Default
The
following are events of default under the Indenture:
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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 five days;
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default
in the payment of interest on any Note issued under the Indenture when due
and continuance of that default for 30
days;
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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
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specified
events of bankruptcy, insolvency or reorganization of our
company.
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(Section
8.01 of the Indenture.)
Acceleration of
Maturity. 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 of the Indenture.)
Indemnification
of Trustee. 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 reasonable
security to the Trustee. (Section 9.02 of the
Indenture.)
Right to Direct
Proceedings. 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. The holders of a majority in principal amount of the
outstanding Notes generally will be able to waive any past default or event of
default except a default in the payment of principal, premium or interest on the
Notes. (Section 8.07 of the Indenture.) 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 of the Indenture.)
Notice of
Default. 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 of the
Indenture.) 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 of the
Indenture.)
Modification
Unless we
indicate otherwise in the applicable prospectus supplement, we and the Trustee
may modify and amend the Indenture and the Securities 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 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:
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adding
to our covenants for the benefit of the holders or surrendering a right
given to us in the Indenture;
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adding
security for the Notes; or
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making
various other modifications, generally of a ministerial or immaterial
nature. (Section 13.01 of the
Indenture.)
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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:
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a
change in the maturity date or redemption date of any
Note;
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a
reduction in the interest rate or extension of the time of payment of
interest;
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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;
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a
change in the currency of any payment of principal, premium or interest on
any Note;
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an
impairment of the right of a holder to institute suit for the enforcement
of any payment relating to any
Note;
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a
reduction in the percentage of outstanding Notes necessary to consent to
the modification or amendment of the Indenture;
or
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a
modification of 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 of the
Indenture.)
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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 U.S. 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 U.S. 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 of the Indenture.)
Consolidation,
Merger and Sale of Assets; No Financial Covenants
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 at 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 of the Indenture.)
Unless we
indicate otherwise in the applicable prospectus supplement, the Indenture will
not contain any financial or other similar restrictive covenants.
No
Limitations on Liens or Sale and Leaseback Transactions
At
March 31, 2010, we had nine other series of our Notes issued under the
Indenture outstanding in the aggregate principal amount of $1.4
billion. Although subject to earlier redemption at our option, the
outstanding Notes mature between January 15, 2016 and February 1,
2038. Certain of these series of our Notes have
provisions
that
limit (subject to certain exceptions) our ability to issue secured debt unless,
at the time the secured debt is issued, we also equally secure such outstanding
Notes. As a result, if in the future we were to issue secured debt,
the outstanding series of Notes that contain this provision would also become
secured. Unless otherwise specified in the applicable prospectus
supplement, the Securities offered hereby will not contain this
provision. Therefore, the Securities offered hereby would be
effectively subordinated to the secured debt. There is no limit on
the amount of debt that we may issue and, in the future, we may issue debt that
includes provisions similar to those applicable to our other outstanding
Notes.
In
addition, although certain other series of our other Notes also have provisions
that limit our ability to enter into sale and lease-back transactions, unless
otherwise specified in the applicable prospectus supplement, the Securities
offered hereby will not contain this provision.
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 of the Indenture.)
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 of the
Indenture.)
Concerning
the Trustee
UMB Bank,
N.A. is the Trustee under the Indenture. We and our affiliates
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
Unless we
indicate otherwise in the applicable prospectus supplement, The Depository Trust
Company (“DTC”), New York, New York, will act as securities depository for the
Securities. The Securities will be issued as fully-registered
securities registered in the name of Cede & Co., DTC’s partnership nominee,
or such other name as may be requested by an authorized representative of
DTC. One fully-registered Security certificate will be issued for
each issue of Securities, each in the aggregate principal amount of such issue,
and will be deposited with DTC. If, however, the aggregate principal
amount of any issue exceeds $500 million, one certificate will be issued with
respect to each $500 million of principal amount, and an additional certificate
will be issued with respect to any remaining principal amount of such
issue.
DTC, the
world’s largest securities depository, 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
and provides asset servicing for over 3.5 million issues of U.S. and non-U.S.
equity issues, corporate and municipal debt issues and money market instruments
(from over 100 countries) that DTC’s participants (“Direct Participants”)
deposit with DTC. DTC also facilitates the post-trade settlement
among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the
need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). The DTC Rules applicable to its Participants are on
file with the SEC. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases
of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s
records. The ownership interest of each actual purchaser of each
Security (“Beneficial Owner”) is in turn to be recorded on the Direct and
Indirect Participants’ records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners
are, however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Securities are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.
To
facilitate subsequent transfers, all Securities deposited by Direct Participants
with DTC are registered in the name of DTC’s partnership nominee, Cede &
Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of Securities with DTC and their registration in the
name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Securities; DTC’s records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance
of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of Securities may wish to take
certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the Security documents. For example,
Beneficial Owners of Securities may wish to ascertain that the nominee holding
the Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the
alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar
and request that copies of notices be provided directly to them.
Redemption
notices shall be sent to DTC. If less than all of the Securities within an issue
are being redeemed, DTC’s practice is to determine by lot the amount of the
interest of each Direct Participant in such issue to be redeemed.
Neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance
with DTC’s Issuing/Paying Agent General Operating Procedures, or the “MMI
Procedures.” Under its usual procedures, DTC mails an Omnibus Proxy
to us as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption
proceeds, distributions and interest payments on the Securities will be made to
Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us or our agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in “street name,” and will be the responsibility of
such Participant and not of DTC, our agent or us, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions and interest payments to Cede & Co. (or
such other nominee as may be requested by an authorized representative of DTC)
is the responsibility of us or our agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.
DTC may
discontinue providing its services as depository with respect to the Securities
at any time by giving reasonable notice to us or our agent. Under
such circumstances, in the event that a successor depository is not obtained,
Security certificates are required to be printed and delivered.
We may
decide to discontinue use of the system of book-entry-only transfers through DTC
(or a successor securities depository). In that event, Security
certificates will be printed and delivered to DTC.
The
information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that we believe to be reliable, but neither we nor any
underwriter takes any responsibility for the accuracy thereof.
PLAN OF DISTRIBUTION
We may
sell the Securities offered by this prospectus through underwriters, through
dealers, through agents, directly to other purchasers or through a combination
of these methods, as described in the prospectus supplement relating to an
offering of Securities. The distribution of the Securities 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 such prevailing market prices or at negotiated
prices.
The
applicable prospectus supplement will contain specific information relating to
the terms of the offering, including:
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the
name or names of any underwriters or
agents;
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the
purchase price of the Securities;
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our
net proceeds from the sale of the
Securities;
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any
underwriting discounts and other items constituting underwriters’
compensation; and
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the
initial public offering price and any discounts, concessions or
commissions allowed or re-allowed or paid to
dealers.
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By
Underwriters
If
underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account. Underwriters may offer the
Securities directly or through underwriting syndicates represented by one or
more managing underwriters. The underwriters may resell the
Securities in one or more transactions, including negotiated transactions, at a
fixed public offering price, which may be changed, or at varying prices
determined at the time of sale. The obligations of the underwriters
to purchase the Securities will be subject to certain conditions. The
initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
By
Dealers
If
dealers are used in the sale, unless otherwise specified in the applicable
prospectus supplement, we will sell the Securities to the dealers as
principals. The dealers may then resell the Securities to the public
at varying prices to be determined by the dealers at the time of
resale. The applicable prospectus supplement will contain more
information about the dealers, including the names of the dealers and the terms
of our agreement with them.
By
Agents and Direct Sales
We may
sell the Securities directly to the public, without the use of underwriters,
dealers or agents. We may also sell the Securities through agents we
designate from time to time. The applicable prospectus supplement
will contain more information about the agents, including the names of the
agents and any commission we agree to pay the agents.
General
Information
Underwriters,
dealers and agents that participate in the distribution of Securities may be
deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of Securities by them may be deemed to be
underwriting discounts and commissions under the 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 Securities,
underwriters, dealers and agents who participate in the distribution of
Securities may be entitled to indemnification by us against specified
liabilities, including liabilities under the Securities Act of
1933.
Agents,
dealers and underwriters may be customers of, engage in transactions with, or
perform services for us or our affiliates in the ordinary course of
business.
LEGAL OPINIONS
Legal
opinions relating to the Securities and certain other matters will be rendered
by our counsel, Rainey Law Firm, Oklahoma City, Oklahoma, and Jones Day,
Chicago, Illinois. Rainey Law Firm will pass on matters pertaining to
local laws and as to these matters other counsel will rely on their
opinions.
Certain
legal matters will be passed upon for any underwriters, dealers or agents named
in a prospectus supplement by Chapman and Cutler LLP, Chicago, Illinois, or such
other underwriters’ counsel as may be named in the applicable prospectus
supplement.
EXPERTS
The
financial statements of Oklahoma Gas and Electric Company appearing in Oklahoma
Gas and Electric Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 (including the schedule appearing therein), and the
effectiveness of Oklahoma Gas and Electric Company’s internal control over
financial reporting as of December 31, 2009, have been audited
by Ernst & Young LLP, independent registered public accounting firm, as set
forth in their reports thereon, included therein, and incorporated herein by
reference. Such financial statements and schedule are incorporated
herein by reference in reliance upon such reports given on the authority of such
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file
annual, quarterly and special reports and other information with the SEC. Our
SEC filings are available to the public over the Internet at the SEC’s web site
at www.sec.gov. You may also read and copy any document we file at
the SEC’s Public Reference Room at 100 F Street, N.E., 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” in this prospectus 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 the information
contained in or incorporated by reference in this prospectus. We
incorporate by reference the following documents:
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Our
Annual Report on Form 10-K for the year ended December 31,
2009;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2010; and
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Our
Current Report on Form 8-K, filed with the SEC on February 23,
2010.
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We also
incorporate by reference all future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on
or after the date of this prospectus until we sell all of the Securities
referred to herein.
We are
not required to, and do not expect to, provide annual reports to holders of our
Securities 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
PART
II:
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth
below is an estimate of the approximate amount of our fees and expenses (other
than underwriting discounts and commissions) in connection with the issuance of
the Securities:
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Amount
to
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Be Paid
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Registration
fee under the Securities Act of
1933
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$
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(1)(2)
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Fees
of rating agencies*
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(2)
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Printing
and engraving*
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(2)
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Accounting
services*
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(2)
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Legal
fees of company counsel*
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(2)
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Listing
fees of New York Stock Exchange*
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(2)
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Trustee’s
charges*
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(2)
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Expenses
and counsel fees for qualification or registration of the Securities under
state
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securities
laws*
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(2)
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Miscellaneous,
including traveling, telephone, copying, shipping, and other
out-of-pocket
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expenses*
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(2)
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Total
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$
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(2)
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(1)
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In
accordance with Rules 456(b) and 457(r) under the Securities Act of 1933,
the registrants are deferring payment of the registration
fee.
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(2)
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These
fees are based on the securities offered and the number of issuances and,
accordingly, cannot be estimated at this
time.
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ITEM
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
OGE
Energy Corp.
Section 1031
of the Oklahoma General Corporation Act provides that OGE Energy Corp. may, and
in some circumstances must, indemnify its directors and officers against
liabilities and expenses incurred by them as a result of serving in that
capacity, subject to some limitations and conditions set forth in the
statute. Substantially similar provisions that require
indemnification are contained in OGE Energy Corp.’s Restated Certificate of
Incorporation, which is filed as Exhibit 3.01 to OGE Energy Corp.’s
Form 10-K for the year ended December 31, 1996, and is incorporated
herein by this reference. OGE Energy Corp.’s Restated Certificate of
Incorporation also contains provisions limiting the liability of OGE Energy
Corp.’s officers and directors in some instances. OGE Energy Corp.
has an insurance policy covering its directors and officers against specified
personal liability, which may include liabilities under the Securities Act of
1933. The forms of Underwriting Agreement filed as Exhibits 1.01
and 1.02 include provisions requiring the underwriters to indemnify OGE Energy
Corp.’s directors and officers in some circumstances.
Oklahoma
Gas and Electric Company
Section 1031
of the Oklahoma General Corporation Act provides that Oklahoma Gas and Electric
Company (“OG&E”) may, and in some circumstances must, indemnify its
directors and officers against liabilities and expenses incurred by them as a
result of serving in that capacity, subject to some limitations and conditions
set forth in the statute. Substantially similar provisions that require
indemnification are contained OG&E’s Restated Certificate of Incorporation,
which is filed as Exhibit 3.01 to OG&E’s Registration Statement
No. 33-59805 and is incorporated herein by this
reference. OG&E’s Restated Certificate of Incorporation also
contains provisions limiting the liability of OG&E’s directors and officers
in some instances. OG&E has an insurance policy covering its directors and
officers against specified personal liability, which may include liabilities
under the Securities Act of
1933. The
form of Underwriting Agreement filed as Exhibit 1.03 includes provisions
requiring the underwriters to indemnify OG&E’s directors and officers in
some circumstances.
ITEM
16. EXHIBITS.
|
1.01
|
Form
of Underwriting Agreement for common stock of OGE Energy
Corp.
|
|
1.02
|
Form
of Underwriting Agreement for debt securities of OGE Energy
Corp.
|
|
1.03
|
Form
of Underwriting Agreement for debt securities of Oklahoma Gas and Electric
Company.
|
|
3.01
|
Copy
of Restated Certificate of Incorporation of OGE Energy
Corp. (Filed as Exhibit 3.01 to OGE Energy Corp.’s
Form 10-K for the year ended December 31, 1996 (File
No. 1-12579) and incorporated by reference herein.)
|
|
3.02
|
Copy
of Amended OGE Energy Corp. By-laws. (Filed as
Exhibit 3.01 to OGE Energy Corp.’s Form 8-K filed February 23,
2010 (File No. 1-12579) and incorporated by reference
herein.)
|
|
3.03
|
Copy
of Restated Certificate of Incorporation of Oklahoma Gas and Electric
Company. (Filed as Exhibit 4.01 to OGE Energy Corp.’s
Registration Statement No. 33-59805, and incorporated by reference
herein.)
|
|
3.04
|
Copy
of Amended Oklahoma Gas and Electric Company By-laws. (Filed as
Exhibit 3.02 to OGE Energy Corp.’s Form 8-K filed
January 23, 2007 (File No. 1-12579) and incorporated by
reference herein.)
|
|
4.01
|
Indenture
dated as of November 1, 2004 between OGE Energy Corp. and UMB Bank, N.A.,
as trustee. (Filed as Exhibit 4.01 to OGE Energy’s Form 8-K
filed November 12, 2004 (File No. 1-12579) and incorporated by reference
herein.)
|
|
4.02
|
Supplemental
Indenture No. 1 dated as of November 9, 2004 between OGE Energy Corp. and
UMB Bank, N.A., as trustee, being a supplemental instrument to
Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to OGE
Energy’s Form 8-K filed November 12, 2004 (File No. 1-12579) and
incorporated by reference herein.)
|
|
4.03
|
Trust
Indenture dated October 1, 1995, from Oklahoma Gas and Electric Company to
Boatmen’s First National Bank of Oklahoma, Trustee. (Filed as
Exhibit 4.29 to Registration Statement No. 33-61821 and incorporated by
reference herein.)
|
|
4.04
|
Supplemental
Trust Indenture No. 1 dated October 16, 1995, being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.01
to Oklahoma Gas and Electric Company’s Form 8-K filed October 24,
1995 (File No. 1-1097) and incorporated by reference herein.)
|
|
4.05
|
Supplemental
Indenture No. 2, dated as of July 1, 1997, being a supplemental instrument
to Exhibit 4.03 hereto. (Filed as Exhibit 4.01 to Oklahoma Gas
and Electric Company’s Form 8-K filed July 17, 1997 (File No. 1-1097) and
incorporated by reference herein.)
|
|
4.06
|
Supplemental
Indenture No. 3, dated as of April 1, 1998, being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.01
to OG&E’s Form 8-K filed April 16, 1998 (File No. 1-1097) and
incorporated by reference herein.)
|
|
4.07
|
Supplemental
Indenture No. 4, dated as of October 15, 2000, being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.02
to Oklahoma Gas and Electric Company’s Form 8-K filed October 20, 2000
(File No. 1-1097) and incorporated by reference herein.)
|
|
4.08
|
Supplemental
Indenture No. 5 dated as of October 24, 2001, being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.06
to Registration Statement No. 333-104615 and incorporated
|
| |
by
reference herein.)
|
|
4.09
|
Supplemental
Indenture No. 6 dated as of August 1, 2004, being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.02
to Oklahoma Gas and Electric Company’s Form 8-K filed August 6, 2004
(File No 1-1097) and incorporated by reference herein.)
|
|
4.10
|
Supplemental
Indenture No. 7 dated as of January 1, 2006 being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.08
to Oklahoma Gas and Electric Company’s Form 8-K filed January 6, 2006
(File No. 1-1097) and incorporated by reference herein.)
|
|
4.11
|
Supplemental
Indenture No. 8 dated as of January 15, 2008 being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.01
to Oklahoma Gas and Electric Company’s Form 8-K filed January 31, 2008
(File No. 1-1097) and incorporated by reference herein.)
|
|
4.12
|
Supplemental
Indenture No. 9 dated as of September 1, 2008 being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.01
to Oklahoma Gas and Electric Company’s Form 8-K filed September 9, 2008
(File No. 1-1097) and incorporated by reference herein.)
|
|
4.13
|
Supplemental
Indenture No. 10 dated as of December 1, 2008 being a supplemental
instrument to Exhibit 4.03 hereto. (Filed as Exhibit 4.01
to Oklahoma Gas and Electric Company’s Form 8-K filed December 11, 2008
(File No. 1-1097) and incorporated by reference herein.)
|
|
4.14
|
Form
of Supplemental Indenture for each series of debt securities of OGE Energy
Corp., being a supplemental instrument to Exhibit 4.01
hereto.
|
|
4.15
|
Form
of Supplemental Indenture for each series of debt securities of Oklahoma
Gas and Electric Company, being a supplemental instrument to Exhibit 4.03
hereto.
|
|
5.01
|
Opinion
of counsel to OGE Energy Corp. as to the legality of the
Securities.
|
|
5.02
|
Opinion
of counsel to Oklahoma Gas and Electric Company as to the legality of the
Securities.
|
|
12.01
|
Statement
of computation of ratio of earnings to fixed charges of OGE Energy
Corp.
|
|
12.02
|
Statement
of computation of ratio of earnings to fixed charges of Oklahoma Gas and
Electric Company.
|
|
23.01
|
Independent
auditors’ consent for OGE Energy Corp.
|
|
23.02
|
Independent
auditors’ consent for Oklahoma Gas and Electric Company.
|
|
23.03
|
Legal
counsel’s consent for OGE Energy Corp. (Included in Exhibit
5.01 hereto.)
|
|
23.04
|
Legal
counsel’s consent for Oklahoma Gas and Electric
Company. (Included in Exhibit 5.02 hereto.)
|
|
24.01
|
Power
of attorney of certain officers and directors of OGE Energy
Corp.
|
|
24.02
|
Power
of attorney of certain officers and directors of Oklahoma Gas and Electric
Company.
|
|
25.01
|
Form
T-1 Statement of Eligibility of UMB Bank, N.A., to act as Trustee under
the Indenture of OGE Energy Corp.
|
|
25.02
|
Form
T-1 Statement of Eligibility of UMB Bank, N.A., to act as Trustee under
the Indenture of Oklahoma Gas and Electric Company.
|
ITEM
17. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
Provided however,
That:
(a)
Paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; and
(b)
Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) If
the registrant is relying on Rule 430B:
(a) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(b) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As
provided
in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
(ii) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the
registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City and State of Oklahoma on the 6th day of May, 2010.
|
|
|
OGE
ENERGY CORP.
|
|
|
|
|
|
|
|
By: s/ Sean
Trauschke
|
|
|
|
|
Sean
Trauschke
Vice
President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
/s/
Peter B. Delaney
|
|
|
|
|
|
Peter
B. Delaney
|
|
Chairman
of the Board, President and
Chief Executive Officer
(Principal
Executive Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
/s/
Sean Trauschke
|
|
|
|
|
|
Sean
Trauschke
|
|
Vice
President and Chief Financial
Officer
(Principal
Financial Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
/s/
Scott Forbes
|
|
|
|
|
|
Scott
Forbes
|
|
Controller
and Chief Accounting
Officer
(Principal
Accounting Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Wayne
H. Brunetti
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Luke
R. Corbett
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
John
D. Groendyke
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Kirk
Humphreys
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Robert
Kelley
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Linda
Petree Lambert
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Robert
O. Lorenz
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Leroy
C. Richie
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
J.D.
Williams
|
|
Director
|
|
May 6,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*By: /s/ Sean
Trauschke
Sean
Trauschke
(Attorney-in-Fact)
|
|
|
|
May 6,
2010
|
OKLAHOMA
GAS AND ELECTRIC COMPANY
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City and State of Oklahoma on the 6th day of May, 2010.
|
|
|
OKLAHOMA
GAS AND ELECTRIC COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
Sean
Trauschke
Vice
President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
| |
|
|
|
|
|
/s/
Peter B. Delaney
|
|
|
|
|
|
Peter
B. Delaney
|
|
Chairman
of the Board, President and
Chief Executive Officer
(Principal
Executive Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
/s/
Sean Trauschke
|
|
|
|
|
|
Sean
Trauschke
|
|
Vice
President and Chief Financial
Officer
(Principal
Financial Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
/s/
Scott Forbes
|
|
|
|
|
|
Scott
Forbes
|
|
Controller
and Chief Accounting
Officer
(Principal
Accounting Officer)
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Wayne
H. Brunetti
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Luke
R. Corbett
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
John
D. Groendyke
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Kirk
Humphreys
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Robert
Kelley
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Linda
Petree Lambert
|
|
Director
|
|
May 6,
2010
|
|
*
|
|
|
|
|
|
Robert
O. Lorenz
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Leroy
C. Richie
|
|
Director
|
|
May 6,
2010
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
J.D.
Williams
|
|
Director
|
|
May 6,
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
*By: /s/ Sean
Trauschke
Sean
Trauschke
(Attorney-in-Fact)
|
|
|
|
May 6,
2010
|
EXHIBIT
INDEX
|
1.01
|
Form
of Underwriting Agreement for common stock of OGE Energy
Corp.
|
|
1.02
|
Form
of Underwriting Agreement for debt securities of OGE Energy
Corp.
|
|
1.03
|
Form
of Underwriting Agreement for debt securities of Oklahoma Gas and Electric
Company.
|
|
4.14
|
Form
of Supplemental Indenture for each series of debt securities of OGE Energy
Corp., being a supplemental instrument to Exhibit 4.01
hereto.
|
|
4.15
|
Form
of Supplemental Indenture for each series of debt securities of Oklahoma
Gas and Electric Company, being a supplemental instrument to Exhibit 4.03
hereto.
|
|
5.01
|
Opinion
of counsel to OGE Energy Corp. as to legality of the
Securities.
|
|
5.02
|
Opinion
of counsel to Oklahoma Gas and Electric Company as to legality of the
Securities.
|
|
12.01
|
Statement
of computation of ratio of earnings to fixed charges of OGE Energy
Corp.
|
|
12.02
|
Statement
of computation of ratio of earnings to fixed charges of Oklahoma Gas and
Electric Company.
|
|
23.01
|
Independent
auditors’ consent for OGE Energy Corp.
|
|
23.02
|
Independent
auditors’ consent for Oklahoma Gas and Electric Company.
|
|
23.03
|
Legal
counsel’s consent for OGE Energy Corp. (Included in Exhibit
5.01 hereto.)
|
|
23.04
|
Legal
counsel’s consent for Oklahoma Gas and Electric
Company. (Included in Exhibit 5.02 hereto.)
|
|
24.01
|
Power
of attorney of certain officers and directors of OGE Energy
Corp.
|
|
24.02
|
Power
of attorney of certain officers and directors of Oklahoma Gas and Electric
Company.
|
|
25.01
|
Form
T-1 Statement of Eligibility of UMB Bank, N.A., to act as Trustee under
the Indenture of OGE Energy Corp.
|
|
25.02
|
Form
T-1 Statement of Eligibility of UMB Bank, N.A., to act as Trustee under
the Indenture of Oklahoma Gas and Electric
Company.
|