================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-12579 OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN (FULL TITLE OF THE PLAN) OGE ENERGY CORP. 321 North Harvey P.O. Box 321 Oklahoma City, Oklahoma 73101-0321 (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE) ================================================================================ SIGNATURES The undersigned consist of the members of the Committee having the responsibility for the administration of the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City and State of Oklahoma on the 29th day of June 1999. OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN By /s/ Irma B. Elliott -------------------------------- Irma B. Elliott Chairperson By /s/ Donald R. Rowlett -------------------------------- Donald R. Rowlett Member By /s/ Dale P. Hennessy -------------------------------- Dale P. Hennessy Member REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the OGE Energy Corp. Financial Programs Committee: We have audited the accompanying statements of net assets available for benefits of the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements and the schedules referred to below are the responsibility of the Financial Programs Committee. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. As discussed in Note 1, Oklahoma Gas and Electric Company Employees' Stock Ownership Plan was merged into OGE Energy Corp. Retirement Savings Plan. The surviving plan is named OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held for investment purposes as of December 31, 1998, the schedule of reportable transactions for the year ended December 31, 1998, and the schedule of loans in default as of December 31, 1998, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. As explained in the notes thereto, information certified by the trustee and presented in the schedule of assets held for investment purposes and the schedule of reportable transactions does not disclose the historical cost of certain investments. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/ Arthur Andersen LLP Oklahoma City, Oklahoma, May 28, 1999
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ----------------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ----------------------------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- 1998 1997 ------------- ------------- Investments, at market value: Common stock: OGE Energy Corp. $ 166,995,026 $ 130,651,227 Mutual Funds: Fidelity U.S. Government --- 1,404,837 Fidelity Asset Manager 11,401,764 10,627,807 Fidelity Asset Manager: Growth 23,581,807 21,407,624 Fidelity Asset Manager: Income 3,136,659 3,144,890 Fidelity Managed Income Portfolio 18,651,096 19,493,122 Fidelity Contrafund 17,583,373 13,766,082 Fidelity Growth and Income Portfolio 18,857,882 12,423,274 Fidelity Blue Chip Growth 18,401,268 12,998,517 PIMCO Total Return Administrative 614,083 208,666 PBHG Growth 1,002,711 641,884 Templeton Foreign I 594,658 426,563 Invesco Total Return 475,328 284,996 Participant loans 10,076,506 9,797,722 -------------- -------------- Total investments 291,372,161 237,277,211 Dividends and interest receivable 1,900,410 1,592,773 -------------- -------------- Net assets available for benefits $ 293,272,571 $ 238,869,984 ============== ============== The accompanying notes are an integral part of these financial statements.
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN Page 1 of 2 ----------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ OGE Fidelity Fidelity Fidelity Energy Corp. Fidelity Asset Asset Managed Common Asset Manager: Manager: Income Fidelity Stock Fund Manager Growth Income Portfolio Contrafund ------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at beginning of year $133,648,837 $ 10,627,807 $ 21,407,624 $ 3,144,890 $ 19,493,122 $ 13,766,082 ------------- ------------- ------------- ------------- ------------- ------------- Investment income: Dividends 6,832,309 2,057,326 3,232,545 267,592 1,111,868 1,293,612 Interest on loans 448,933 45,743 132,455 8,344 53,153 78,743 Unrealized appreciation (depreciation) in market value of investments: Common stocks 8,652,892 --- --- --- --- --- Mutual funds --- (516,902) 107,491 21,959 --- 2,258,086 Contributions: Participants 2,504,425 690,344 1,451,352 132,398 698,874 1,182,525 Company 3,946,450 --- --- --- --- --- Other 5,001 --- --- --- --- --- Rollovers 131,295 3,898 3,029 868 240,002 6,059 Transfers from Oklahoma Gas and Electric Company Employees' Stock Ownership Plan 14,064,059 --- --- --- --- --- Realized gain (loss) on sale or distribution of investments 30,936 102,426 378,347 18,468 --- 628,398 ------------- ------------- ------------- ------------- ------------- ------------- Total additions 36,616,300 2,382,835 5,305,219 449,629 2,103,897 5,447,423 ------------- ------------- ------------- ------------- ------------- ------------- Administrative expenses (18,701) (7,875) (11,083) (2,536) (14,315) (1,335) Distributions to participants (5,300,458) (383,200) (494,239) (91,185) (1,586,724) (410,268) ------------- ------------- ------------- ------------- ------------- ------------- Total reductions (5,319,159) (391,075) (505,322) (93,721) (1,601,039) (411,603) ------------- ------------- ------------- ------------- ------------- ------------- Net additions (reductions) 31,297,141 1,991,760 4,799,897 355,908 502,858 5,035,820 ------------- ------------- ------------- ------------- ------------- ------------- Transfer between funds, net 3,949,458 (1,217,803) (2,625,714) (364,139) (1,344,884) (1,218,529) ------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at end of year $168,895,436 $ 11,401,764 $ 23,581,807 $ 3,136,659 $ 18,651,096 $ 17,583,373 ============= ============= ============= ============= ============= ============= Fidelity Growth Fidelity And Income Blue Chip Portfolio Growth ------------- ------------- Net assets available for benefits at beginning of year $ 12,423,274 $ 12,998,517 ------------- ------------- Investment income: Dividends 975,863 762,349 Interest on loans 69,586 74,302 Unrealized appreciation (depreciation) in market value of investments: Common stocks --- --- Mutual funds 2,529,284 2,898,968 Contributions: Participants 1,096,003 1,264,177 Company --- --- Other --- --- Rollovers 30,102 46,119 Transfers from Oklahoma Gas and Electric Company Employees' Stock Ownership Plan --- --- Realized gain (loss) on sale or distribution of investments 355,828 940,684 ------------- ------------- Total additions 5,056,666 5,986,599 ------------- ------------- Administrative expenses (6,339) (3,487) Distributions to participants (312,134) (336,951) ------------- ------------- Total reductions (318,473) (340,438) ------------- ------------- Net additions (reductions) 4,738,193 5,646,161 ------------- ------------- Transfer between funds, net 1,696,415 (243,410) ------------- ------------- Net assets available for benefits at end of year $ 18,857,882 $ 18,401,268 ============= ============= The accompanying notes are an integral part of this financial statement.
OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ----------------------------------------------------------------------- Page 2 of 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ PIMCO Invesco Total Return PBHG Templeton Total Loan Administrative Growth Foreign I Return Fund Total -------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at beginning of year $ 208,666 $ 641,884 $ 426,563 $ 284,996 $ 9,797,722 $238,869,984 -------------- ------------- ------------- ------------- ------------- ------------- Investment income: Dividends 48,560 117 54,115 22,961 --- 16,659,217 Interest on loans 698 4,669 4,116 2,148 --- 922,890 Unrealized appreciation (depreciation) in market value of investments: Common stocks --- --- --- --- --- 8,652,892 Mutual funds (14,739) 46,870 (91,476) 16,243 --- 7,255,784 Contributions: Participants 17,440 100,150 68,023 29,673 --- 9,235,384 Company --- --- --- --- --- 3,946,450 Other --- --- --- --- --- 5,001 Rollovers 10,792 18,177 6,627 --- 25,706 522,674 Transfer from Oklahoma Gas and Electric Company Employees' Stock Ownership Plan --- --- --- --- --- 14,064,059 Realized gain (loss) on sale or distribution of investments 3,464 (23,478) (11,285) 7,476 --- 2,431,264 -------------- ------------- ------------- ------------- ------------- ------------- Total additions 66,215 146,505 30,120 78,501 25,706 63,695,615 -------------- ------------- ------------- ------------- ------------- ------------- Administrative expenses --- --- --- --- --- (65,671) Distributions to participants (7,019) (2,293) (330) (110) (302,446) (9,227,357) -------------- ------------- ------------- ------------- ------------- ------------- Total reductions (7,019) (2,293) (330) (110) (302,446) (9,293,028) -------------- ------------- ------------- ------------- ------------- ------------- Net additions (reductions) 59,196 144,212 29,790 78,391 (276,740) 54,402,587 -------------- ------------- ------------- ------------- ------------- ------------- Transfer between funds, net 346,221 216,615 138,305 111,941 555,524 --- -------------- ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at end of year $ 614,083 $ 1,002,711 $ 594,658 $ 475,328 $ 10,076,506 $293,272,571 ============== ============= ============= ============= ============= ============= The accompanying notes are an integral part of this financial statement. OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ------------------------------------------------------ NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1998 AND 1997 -------------------------- 1. DESCRIPTION OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES: -------------------------------------------------------- The OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan (the "Plan"), originally the Oklahoma Gas and Electric Company Employees' Thrift Plan, was adopted in 1981 and became effective January 1, 1982. The Plan is a defined contribution trusteed plan. Fidelity Management Trust Company ("Fidelity") serves as the Trustee of the Plan and is responsible for the safekeeping and investment of all contributions made to the Trust. The Plan adopted an amendment on October 1, 1997, effective the same day, that made minor modifications to the Plan's investment options. On September 17, 1997, the Plan adopted an amendment that made minor modifications to the Plan's eligibility effective January 1, 1998. Effective July 31, 1998, Enogex Interstate Transmission L.L.C., a subsidiary of the Company, purchased substantially all of the assets of Ozark Pipeline, Inc. ("Ozark"). As a result of this acquisition, a trustee-to-trustee transfer of certain assets from the NGC Profit Sharing 401(k) Savings Plan to the Plan took place, in the form of rollovers, with respect to certain former employees of Ozark. The total amount of rollovers from this plan was $522,674. In addition, the Plan was amended to provide special eligibility and vesting rules for former employees of Ozark and its affiliates. Effective October 1, 1998, the Oklahoma Gas and Electric Company Employee's Stock Ownership Plan was merged into the OGE Energy Corp. Employees' Retirement Savings Plan. The name of the surviving plan was changed to the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan. In addition, the ninth amendment was adopted on July 15, 1998 and was effective November 1, 1998. The amendment implements a Dividend Pass-Through Program in which dividends allocable to shares of OGE Energy stock allocable to assets of the Employee Stock Ownership Plan will be paid in cash to these participants by the Trustee after the merger occurs. Participation in the Plan is voluntary. Employees are eligible to become participants in the Plan after completing one year of service as defined in the Plan. Participants may contribute any whole percentage between 2% and 15% of their compensation. The first 6% of contributions are called "Regular Contributions," and any contributions over 6% of compensation are called "Supplementary Contributions." Participants may designate at their discretion all or any portion of their Regular and Supplementary Contributions to the Plan as a salary reduction contribution under Section 401(k) of the Internal Revenue Code. Under Section 401(k) of the Internal Revenue Code, the portion of the participant's base salary that is contributed as a "Tax-Deferred Contribution" will not be subject to Federal income tax until such portion is withdrawn or distributed from the Plan. Participant contributions to the Plan are made monthly. Participants can direct that all of their contributions be invested in multiples of 1% in any one or all of the following twelve investment funds, each with a specific investment portfolio goal: -2- OGE Energy Corp. Common Stock Fund - consists primarily of shares of OGE Energy Corp's (the "Company") common stock contributed by the Company or purchased by the Trustee and shares of the Fidelity U.S. Government fund, which is used to hold the cash used to fund purchases and distributions. All shares of the Fidelity U.S. Government fund held by the plan and the dividends and interest receivable are included in the Company's Common Stock Fund. Fidelity Asset Manager - consists of approximately 40% stocks, 40% bonds and 20% short-term instruments. Fidelity Asset Manager: Growth - consists of approximately 65% stocks, 30% bonds and 5% short-term instruments. Fidelity Asset Manager: Income - consists of approximately 20% stocks, 30% bonds and 50% short-term instruments. Fidelity Managed Income Portfolio - consists of short-term and long-term investment contracts. Fidelity Contrafund - consists of common stocks from companies that the Fund's manager believes are undervalued or show potential for growth. Fidelity Growth & Income Portfolio - consists of foreign and domestic stocks and debt securities. Fidelity Blue Chip Growth Fund - consists of common stocks of well known, established growth companies. PIMCO Total Return Administrative - consists mainly of bonds, including U.S. Government, corporate, mortgage and foreign. PBHG Growth - consists of common stocks of small and medium sized U.S. companies. Templeton Foreign I - consists mainly of stocks and debt securities of companies and governments of developed or developing countries outside the United States. Invesco Total Return - consists 30% of stocks, 30% of fixed and variable income securities, and the remaining 40% is allocated between stocks and bonds based on business, economic and market conditions. The accompanying financial statements have been prepared on the accrual basis of accounting. Investments are carried at market value determined from quoted market prices when available or management's estimate of fair market value or at contract value for investments contracts (See Note 4). Realized gains/losses on sales or dispositions and appreciation/depreciation of plan assets included in the statements of changes in net assets available for plan benefits are based on the change in market value of the assets at the beginning of the plan year or at the time of purchase during the year. -3- The Company contributes to the Plan on a monthly basis on behalf of each participant an amount equal to 50% of the participant's Regular Contribution for participants with less than 20 years of Plan participation, as defined in the Plan, and an amount equal to 75% of the participant's Regular Contribution for participants with 20 or more years of participation in the Plan. No Company contributions are made with respect to the participant's Supplementary Contribution. The Company's contribution can be made either in cash or in shares of the Company's common stock. If the Company contributes cash, such cash is used to purchase common stock of the Company. Participants' Regular and Supplementary Contributions are fully vested and non-forfeitable. Participants gradually vest in their allocated share of Company contributions over a seven-year period. After three years of service with the Company, participants become 30% vested in their Company contribution account, vest an additional 10% upon the completion of the following year, and 20% for each subsequent year of participation in the Plan. In addition, participants fully vest when they are eligible for retirement under the Company Employees' Retirement Plan or in the event of death, permanent disability or attainments of age 65. Forfeitures of the Company's contributions resulting from termination of the participant's interest in the Plan are used to reduce the Company's future contributions. During 1998, there were no material forfeitures that were used to reduce employer contributions. At December 31, 1997 and 1998, there were no material forfeited and unallocated assets. Forfeitures will be reinstated if the participant is re-employed by the Company and returns to the Plan within five years. The Plan is a qualified plan under provisions of Section 401(a) of the Internal Revenue Code and is exempt from Federal income taxes under provisions of Section 501(a) of the Internal Revenue Code. The Plan has been amended since receiving the determination letter, dated January 12, 1996. However, the Company is of the opinion that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Company believes the Plan is qualified and continues to be tax-exempt. Participants on whose behalf Company contributions are made are not taxed on the amounts contributed by the Company or on any income earned thereon until the receipt of a distribution, pursuant to the terms of the Plan. The taxation of income earned on Plan assets attributable to participants' contributions to the Plan is also deferred until distribution is made. The amount of income taxes applicable to the participants or their beneficiaries upon distribution is prescribed by the Internal Revenue Code and is dependent upon the method of distribution. The Plan is administered by a committee appointed by the Board of Directors of the Company (the "Financial Programs Committee"). Certain expenses of administering the Plan are expected to be paid by the participants. Participants' accounts are charged five dollars annually for administrative expenses. In addition, participants exercising the loan option are charged five dollars for loan setup and fifteen dollars annually for maintenance. All other administrative expenses are paid by the Company. -4- The Company intends to continue the Plan indefinitely, but reserves the right to alter, amend, modify, revoke or terminate the Plan at any time upon the direction of the Company's Board of Directors. If the Plan is terminated for any reason, the interests of all participants will be fully vested, and the Financial Programs Committee will direct that the participants' account balances be distributed as soon as practical. The Company has no continuing liability under the Plan after the final disposition of the assets of the Plan. 2. LOANS TO PARTICIPANTS: ---------------------- The maximum amount which a participant may borrow is the lesser of $50,000 or 50% of the participant's allocated vested share of the Plan assets. The loans are secured by a portion of the amounts remaining in the participant's account. The Plan allows participants on leave of absence to obtain loans from their account. All loans granted must be repaid pursuant to a written repayment schedule not to exceed five years and evidenced by a written promissory note signed by the borrower. Borrowed amounts do not share in the earnings and losses of the investment funds. Rather, when the loan is repaid, the interest on the loan is credited to the participant's account in the Plan. The interest rate is equal to the "prime rate," as published in the WALL STREET JOURNAL on the first business day of the month, plus 1%. The range for interest rates was 7% to 10% during 1998. If a participant should terminate from the Plan, any outstanding loan balance is converted to a distribution. Loan activity for 1998 was as follows: Balance at beginning of year $ 9,797,722 New loans 5,140,900 Repayment of Principal (4,862,116) ------------ Balance at end of year $10,076,506 ============ Interest applicable to these loans during 1998 was $922,890. 3. AMOUNTS DUE TO TERMINATED EMPLOYEES: ------------------------------------ As of December 31, 1998 and 1997, there were no participants that had terminated and requested a distribution and had not received payment of the distribution. -5- 4. INVESTMENTS: ------------ Effective June 15, 1998, the outstanding shares of the Company's common stock were split on a two-for-one basis. The new shares were issued to shareowners of record on June 1, 1998. Share and per-share information has been restated to retroactively reflect the stock split. Investments of Company common stock in the OGE Energy Corp. Common Stock Fund at December 31, 1998 and 1997, of $166,995,026 and $130,651,227, respectively, are carried at market value ($29.000 per share and $27.34375 per share at December 31, 1998 and 1997, respectively) and are comprised of 5,758,449.173 and 4,778,102.000 shares, respectively. At December 31, 1998, the non-participant directed amount of Company common stock included in the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan totaled $75,168,261. In addition, at December 31, 1998, the participant directed amount included in the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan totaled $218,104,310. The Fidelity Managed Income Portfolio investment option is a common collective trust that invests in various investment contracts. This investment option is fully benefit-responsive and is, therefore, recorded at contract value in the accompanying statements of net assets available for benefits. Contract value represents the principal balance of the fund, plus accrued interest at the stated contract rate, less payments received and contract charges by the fund manager. The crediting interest rate is based on the average rates of the underlying investment contracts. The average yield of this fund for the years ended December 31, 1998 and 1997 was 5.81% and 6.17%, respectively. The crediting interest rate at September 30, 1998 and 1997, the Portfolio's fiscal year-end, was 5.89% and 5.80%, respectively. The fair value of the fund approximates contract value at December 31, 1998. 5. HISTORICAL COST INFORMATION: ---------------------------- Disclosure of historical cost information with regard to certain plan investments is required to be presented in the schedules of assets held for investment purposes and reportable transactions (Schedules I and II) in accordance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Due to the record-keeping system maintained by the trustee, certain of this information cannot be provided.
Schedule I OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ------------------------------------------------------ ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ---------------------------------------------------------- AS OF DECEMBER 31, 1998 ----------------------- (a)* (b) Issuer (c) Description of Investment (d) Cost (e) Market Value - ---- ------------------------- ---------------------------------------- ------------ ------------------ * OGE Energy Corp. Common stock, $0.01 par value (f) $ 166,995,026 * Fidelity Mgmt. Trust Co. Asset Manager, mutual fund (f) 11,401,764 * Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fund (f) 23,581,807 * Fidelity Mgmt. Trust Co. Asset Manager: Income, mutual fund (f) 3,136,659 * Fidelity Mgmt. Trust Co. Managed Income Portoflio, mutual fund (f) 18,651,096 * Fidelity Mgmt. Trust Co. Contrafund, mutual fund (f) 17,583,373 * Fidelity Mgmt. Trust Co. Growth and Income, mutual fund (f) 18,857,882 * Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund (f) 18,401,268 PIMCO Total Return Administrative, mutual fund (f) 614,083 PBHG Growth, mutual fund (f) 1,002,711 Templeton Foreign I, mutual fund (f) 594,658 Invesco Total Return, mutual fund (f) 475,328 Participant Loans, interest rates from 7% to 10% $10,076,506 10,076,506 ------------ ------------------ Total investments $ 291,372,161 ================== * Party in interest (f) Historical cost information could not be obtained from the Plan's Trustee
Schedule II OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ------------------------------------------------------ ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1998 ------------------------------------ Expenses Incurred in Identity of Party Description of Purchase Selling Lease Connection with (a) Involved (b) Asset (c) Price (d) Price (e) Rental (f) Transaction - ------------------------------ -------------------- -------------- -------------- -------------- --------------- Purchases: Fidelity Mgmt. Trust Co. OGE Energy Corp. OGE Common Stock Fund Common Stock $ 30,964,123 $ --- $ --- $ --- Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fd 7,457,298 --- --- --- Fidelity Mgmt. Trust Co. Managed Income Portfolio, mutual fd 20,252,309 --- --- --- Fidelity Mgmt. Trust Co. Contrafund, mutual fund 7,829,713 --- --- --- Fidelity Mgmt. Trust Co. Growth and Income, mutual fund 8,365,518 --- --- --- Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund 11,265,433 --- --- --- Sales and Redemptions: Fidelity Mgmt. Trust Co. OGE Energy Corp. OGE Common Stock Fund Common Stock --- 18,709,976 --- --- Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fd --- 5,768,954 --- --- Fidelity Mgmt. Trust Co. Managed Income Portfolio, mutual fd --- 21,094,336 --- --- Fidelity Mgmt. Trust Co. Contrafund, mutual fund --- 6,898,906 --- --- Fidelity Mgmt. Trust Co. Growth and Income, mutual fund --- 4,816,021 --- --- Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund --- 9,702,333 --- --- Current Value Of Asset on Identity of Party Description of Cost of Transaction Net Gain (a) Involved (b) Asset (g) Asset (h) Date (i) or (Loss) - ------------------------------ -------------------- -------------- -------------- ------------- Purchases: Fidelity Mgmt. Trust Co. OGE Energy Corp. OGE Common Stock Fund Common Stock $ 30,964,123 $ 30,964,123 $ --- Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fd 7,457,298 7,457,298 --- Fidelity Mgmt. Trust Co. Managed Income Portfolio, mutual fd 20,252,309 20,252,309 --- Fidelity Mgmt. Trust Co. Contrafund, mutual fund 7,829,713 7,829,713 --- Fidelity Mgmt. Trust Co. Growth and Income, mutual fund 8,365,518 8,365,518 --- Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund 11,265,433 11,265,433 --- Sales and Redemptions: Fidelity Mgmt. Trust Co. OGE Energy Corp. OGE Common Stock Fund Common Stock (j) 18,709,976 (j) Fidelity Mgmt. Trust Co. Asset Manager: Growth, mutual fd (j) 5,768,954 (j) Fidelity Mgmt. Trust Co. Managed Income Portfolio, mutual fd (j) 21,094,336 (j) Fidelity Mgmt. Trust Co. Contrafund, mutual fund (j) 6,898,906 (j) Fidelity Mgmt. Trust Co. Growth and Income, mutual fund (j) 4,816,021 (j) Fidelity Mgmt. Trust Co. Blue Chip Growth, mutual fund (j) 9,702,333 (j) (j) Historical cost information, and therefore gain or loss information, could not be obtained from the Plan's Trustee
Schedule III OGE ENERGY CORP. EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN ------------------------------------------------------ ITEM 27b - SCHEDULE OF LOANS IN DEFAULT --------------------------------------- AS OF DECEMBER 31, 1998 ----------------------- Amount Received During Unpaid Identity of Original Amount Reporting Year Balance at Amount Overdue Obligator of Loan Principal Interest End of Year Detailed Description of Loan Principal Interest - -------------------- --------------- --------- -------- ----------- -------------------------------- --------- -------- Issued November 28, 1993 through July 17, 1998; interest rates Various Participants $215,400 $10,265 $621 $150,356 7% to 10% $137,937 $12,419
EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------------------------------------- 1.01 Consent of Independent Public Accountants
Exhibit 1.01 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 28, 1999 included in the OGE Energy Corp. Employees' Stock Ownership and Retirement Savings Plan Form 11-K for the year ended December 31, 1998, into the previously filed Post-Effective Amendment No. 2-A to Registration Statement No. 33-61699 and Post-Effective Amendment No. 2-B to Registration Statement No. 33-61699. /s/ Arthur Andersen LLP Oklahoma City, Oklahoma, June 29, 1999