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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 28, 1998
Commission file number 1-12579
OGE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1481638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 North Harvey
P. O. Box 321
Oklahoma City, Oklahoma 73101-0321
(Address of principal executive offices)
(Zip Code)
405-553-3000
(Registrant's telephone number, including area code)
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Item 5. Other Events
Trigen
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As previously reported, Trigen-Oklahoma City Energy Corporation (Trigen)
sued Oklahoma Gas and Electric Company (OG&E) in the United States District
Court, Western District of Oklahoma, Case No. CIV-96-1595M. Trigen alleged
numerous causes of action, including monopolization of cooling services in
violation of Section 2 of the Sherman Act. On December 21, 1998, the jury
awarded Trigen in excess of $30 million in actual and punitive damages. The
entry of a judgment fixing the exact amount of damages is expected within the
next few weeks. OG&E expects to appeal the decision. While OGE Energy cannot
predict the outcome of any appeal, OGE Energy continues to believe that the
ultimate resolution of this case will not have a material adverse effect on OGE
Energy's consolidated financial position or results of operations.
Stock Buyback
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OGE Energy Corp. announced on December 23, 1998 that it has entered into an
Advanced Share Repurchase Program with CIBC Oppenheimer Corp., under which OGE
Energy will purchase 3 million shares of its common stock in January 1999.
The Advanced Share Repurchase Program follows the November 18, 1998
announcement that OGE Energy's board of directors approved the repurchase of up
to six million shares during the next two years. The buyback, when completed,
will reduce OGE Energy's total shares outstanding by about 7.4 percent, to 74.7
million shares from 80.7 million. All repurchased shares will be retired.
Under the terms of the Advanced Share Repurchase Program, OGE Energy will
bear the risk of increases and the benefit of decreases in the price of the
common shares until CIBC Oppenheimer has replaced the shares sold to OGE Energy.
CIBC Oppenheimer may replace the shares through purchases on the open market or
through privately negotiated transactions. OGE Energy may elect to settle its
obligations under this arrangement with either cash or shares of its common
stock.
Item 7. (c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.01 Press release dated December 21, 1998 announcing jury
verdict against OG&E in Trigen Lawsuit
99.02 Press release dated December 23, 1998 announcing
that OGE Energy entered into Advanced Share Repurchase
Program for 3 million shares of its common stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OGE ENERGY CORP.
(Registrant)
By /s/ Donald R. Rowlett
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Donald R. Rowlett
Controller Corporate Accounting
(On behalf of the registrant and in his capacity
as Controller Corporate Accounting)
December 28, 1998
EXHIBIT INDEX
EXHIBIT INDEX DESCRIPTION
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99.01 OKLAHOMA GAS & ELECTRIC COMPANY SET TO APPEAL TODAY'S JURY
VERDICT IN TRIGEN CASE
99.02 OGE ENERGY CORP. ENTERS INTO ADVANCED SHARE REPURCHASE
PROGRAM
EXHIBIT 99.01
OKLAHOMA GAS & ELECTRIC COMPANY SET TO APPEAL TODAY'S JURY VERDICT IN TRIGEN
CASE
OKLAHOMA CITY - As previously announced, Trigen-Oklahoma City Energy
Corporation (Trigen) sued Oklahoma Gas and Electric Company in the United States
District Court, Western District of Oklahoma. Trigen alleged numerous causes of
action, including monopolization of cooling services in violation of Section 2
of the Sherman Act. Earlier today, the jury awarded Trigen approximately $30.5
million in actual and punitive damages.
"We're surprised and very disappointed by the verdict," said company
spokesman Paul Renfrow. "We intend to seek reversal of the decision through the
appellate process. While we cannot predict the outcome of any appeal, we
continue to believe that the ultimate resolution of this case will not have a
material adverse effect on OGE Energy's consolidated financial position or its
results of operations."
OGE Energy Corp. (NYSE: OGE) is the parent of Oklahoma Gas and Electric
Company, a regulated electric utility serving 700,000 customers in Oklahoma and
western Arkansas. Enogex Inc., an unregulated natural gas gathering, processing
and transportation company, is another OGE Energy subsidiary, with principal
operations and pipelines in Oklahoma, Arkansas and Texas.
EXHIBIT 99.02
OGE ENERGY CORP. ENTERS INTO ADVANCED SHARE REPURCHASE PROGRAM
OKLAHOMA CITY - OGE Energy Corp. (NYSE: OGE) today announced it has entered
into an Advanced Share Repurchase Program with CIBC Oppenheimer Corp., under
which OGE Energy will purchase 3 million shares of its common stock in January
1999.
The Advanced Share Repurchase Program follows the Nov. 18 announcement that
OGE Energy's board of directors approved the repurchase of up to six million
shares during the next two years. The buyback, when completed, will reduce OGE
Energy's total shares outstanding by about 7.4 percent, to 74.7 million shares
from 80.7 million. All repurchased shares will be retired.
Under the terms of the Advanced Share Repurchase Program, OGE Energy will
share the risk of increases and the benefit of decreases in the price of the
common shares until CIBC Oppenheimer has replaced the shares sold to OGE Energy.
CIBC Oppenheimer may replace the shares through purchases on the open market or
through privately negotiated transactions. OGE Energy may elect to settle its
obligations under this arrangement with either cash or shares of its common
stock.
The benefits of the Advanced Share Repurchase Program are two-fold, said
Jim Hatfield, OGE Energy Corp. vice president and treasurer. "The Advanced Share
Repurchase Program increases earnings-per-share in 1999 over other forms of
repurchase programs because all 3 million shares will be retired in January
1999," Hatfield said. "Additionally, because we are locked into purchasing these
shares, it signals our commitment to follow through."
OGE Energy is parent of OG&E Electric Services, a regulated electric
utility serving 700,000 customers in Oklahoma and western Arkansas. OGE Energy
also is parent of Enogex Inc., an unregulated natural gas gathering, processing
and transportation company with principal operations and pipelines in Oklahoma,
Arkansas and Texas.
Some of the matters discussed in this news release may contain
forward-looking statements that are subject to certain risks, uncertainties, and
assumptions. Actual results may vary materially. Factors that could cause actual
results to differ materially include, but are not limited to: general economic
conditions, including their impact on capital expenditures; business conditions
in the energy industry; competitive factors; unusual weather; regulatory
decisions and other risk factors listed in the Company's Form 10-K for the year
ended December 31, 1997 and other factors described from time to time in the
Company's reports to the Securities and Exchange Commission.
