Reg. No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
Registration Statement
under
The Securities Act of 1933, as amended
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OGE ENERGY CORP.
(Exact name of registrant as specified in charter)
OKLAHOMA 73-1481638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321
Telephone: (405) 553-3000
(Address of principal executive offices)
OGE ENERGY CORP. STOCK INCENTIVE PLAN
(Full title of plan)
PETER D. CLARKE STEVEN E. MOORE
Gardner, Carton & Douglas Chairman of the Board and President
321 North Clark Street Oklahoma Gas and Electric Company
Suite 3100 321 North Harvey Avenue
Chicago, Illinois 60610 Oklahoma City, Oklahoma 73102
(312) 245-8685 (405) 553-3000
(Name and address of agents for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
being registered registered(1) per share(2) offering price(2) fee(2)
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Common Stock, Par Value
$.01 per share 4,000,000 shs. $26.4688 $105,855,000 $29,434
Rights to Purchase 2,000,000 rights
Series A Preferred Stock (3)
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(1) In addition, pursuant to Rule 416 promulgated under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of additional securities in order to
adjust the number of securities reserved for issuance pursuant to the plan as a result of a
stock split, stock dividend or similar transaction affecting the Common stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee,
pursuant to Rule 475(c) and (h), based upon the average of the high and low prices of the
Common Stock reported in the "NYSE-Composite Transactions" Section of the Midwest Edition of
the Wall Street Journal for January 25, 1999.
(3) One-half of a Right to Purchase Series A Preferred Stock automatically trades with
each share of the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed with the Securities and Exchange
Commission, are incorporated herein by reference:
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998;
(iii) the Registrant's Current Reports on Form 8-K filed January 1, 1998,
May 21, 1998, June 12, 1998, November 20, 1998 and December 28,
1998; and
(iv) the description of the Registrant's Common Stock, including the
Rights to Purchase Series A Preferred Stock which automatically
trade at this time with the Common Stock, contained in Exhibit 99.02
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act. The Registrant also has Rights to Purchase Series A Preferred
Stock which are registered under Section 12 of the Exchange Act, and which
automatically trade at this time with the Common Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule of the Registrant
included in the Registrant's Annual Report for the year ended December 31, 1997,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in giving said
reports.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provisions of the Annotated Oklahoma Statutes provide that the Registrant
may, and in some circumstances must, indemnify the directors and officers of the
Registrant against liabilities and expenses incurred by any such person by
reason of the fact that such person was serving in such capacity subject to
certain limitations and conditions set forth in the statutes. The Registrant's
Restated Certificate of Incorporation contains substantially similar provisions
that require such indemnification. The Restated Certificate of Incorporation is
filed as Exhibit 3.01 to the Registrant's Form 10-K for the Fiscal Year ended
December 31, 1996, File No. 001-12579 and incorporated herein by this reference.
The Registrant's Restated Certificate of Incorporation also contains provisions
limiting the liability of the Registrant's directors in certain instances. The
Registrant has an insurance policy covering its directors and officers against
certain personal liability, which may include liabilities under the Securities
Act of 1933, as amended (the "Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. CONSULTANTS AND ADVISORS
Not applicable.
ITEM 9. EXHIBITS
4(a) Restated Certificate of Incorporation, filed as Exhibit 3.01 to the
Registrant's 10-K for the fiscal year ended December 31, 1996, (File
Number 001-12579).
4(b) By-laws, filed as Exhibit 3.02 to the Registrant's 10-K for the
fiscal year ended December 31, 1996, (File Number 001-12579).
4(c) Rights Agreement dated August 7, 1995 between OGE Energy Corp. and
ChaseMellon Shareholder Services LLC, as successor Rights Agent
(filed as Exhibit 4.06 to the Registrant's Post-Effective Amendment
No. 2-A to Registration Statement No. 33-61699 and incorporated by
reference herein).
5.01 Opinion of counsel regarding legality of securities.
23.01 Consent of Arthur Andersen LLP.
24.01 Power of attorney.
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ITEM 10. UNDERTAKINGS.
A. UPDATING DISCLOSURE
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 Act;
(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
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(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 paragraphs (1)(i) and (1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Act, 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.
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B. SUBSEQUENT EXCHANGE ACT DOCUMENTS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 above, 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.
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SIGNATURES
THE REGISTRANT
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Pursuant to the requirements of the Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 22nd day
of January, 1999.
OGE ENERGY CORP.
(Registrant)
By: /s/ A. M. Strecker
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A. M. Strecker
Executive Vice President and
Chief Operating Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
Steven E. Moore Chairman, President and Chief
Executive Officer
/s/ James R. Hatfield Principal Financial Officer January 22, 1999
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James R. Hatfield
/s/ Donald R. Rowlett Principal Accounting Officer January 22, 1999
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Donald R. Rowlett
Herbert H. Champlin Director
Luke R. Corbett Director
William E. Durrett Director
Martha W. Griffin Director
H.L. Hembree, III Director
Robert Kelley Director
Bill Swisher Director
Ronald H. White, M.D. Director
By: /s/ A. M. Strecker January 22, 1999
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A. M. Strecker
(Attorney-in-Fact)
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EXHIBIT INDEX
4(a) Restated Certificate of Incorporation, filed as Exhibit 3.01 to the
Registrant's 10-K for the fiscal year ended December 31, 1996, (File
Number 001-12579).
4(b) By-laws, filed as Exhibit 3.02 to the Registrant's 10-K for the
fiscal year ended December 31, 1996, (File Number 001-12579).
4(c) Rights Agreement dated August 7, 1995 between OGE Energy Corp. and
ChaseMellon Shareholder Services LLC, as successor Rights Agent
(filed as Exhibit 4.06 to the Registrant's Post-Effective Amendment
No. 2-A to Registration Statement No. 33-61699 and incorporated by
reference herein).
5.01 Opinion of counsel regarding legality of securities.
23.01 Consent of Arthur Andersen LLP.
24.01 Power of attorney.
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EXHIBIT INDEX
EXHIBIT INDEX DESCRIPTION
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5.01 Opinion of counsel regarding legality of securities.
23.01 Consent of Arthur Andersen LLP.
24.01 Power of attorney
EXHIBIT 5.01
January 20, 1999
OGE Energy Corp.
321 North Harvey
Oklahoma City, Oklahoma 73102
Re: 4,000,000 Shares of Common Stock, par value $01 per share, Issued
Pursuant to OGE Energy Corp. Stock Incentive Plan and 2,000,000
Rights to Purchase Series A Preferred Stock of OGE Energy Corp.
Issued Pursuant to a Rights Agreement dated August 7, 1995 Between
OGE Energy Corp. and ChaseMellon Shareholder Services, as
successor Rights Agent (the "Rights Agreement")
Ladies and Gentlemen:
We have acted as counsel for OGE Energy Corp. (the "Company") in connection
with the proposed issuance of the Common Stock and the Rights referred to above
(the "Shares" and the "Rights", respectively) pursuant to the OGE Energy Corp.
Stock Incentive Plan. The Shares and Rights are the subject of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
to which this opinion, with our consent, is attached as an exhibit.
As to certain questions of fact, we have relied upon statements and
certificates of certain officers of the Company and other professionals retained
by the Company. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity to the originals of all documents submitted
to us as copies. We have all records, instruments and documents which we have
deemed necessary for the purpose of this opinion.
Based upon the foregoing and upon our general familiarity with the
properties and affairs of the Company, we are the opinion that:
1. The Company is a validly organized and legally existing corporation
under the law of the State of Oklahoma.
2. When, as and if the Shares have been duly issued and delivered, and
the consideration for the Shares has been duly received by the
Company all in the manner contemplated by the Registration Statement,
the Shares will be legally issued, fully paid, and non-assessable
shares of stock of the Company.
3. When, as and if the Rights are issued and delivered in accordance
with the terms of the Rights Agreement, such Rights will be validly
issued.
Respectfully,
RAINEY, ROSS, RICE & BINNS
By: /s/ Hugh D. Rice
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Hugh D. Rice
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EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
January 20, 1998 included in the OGE Energy Corp. Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Oklahoma City, Oklahoma
January 21, 1999
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EXHIBIT 24.01
POWER OF ATTORNEY
WHEREAS, OGE ENERGY CORP., an Oklahoma corporation (herein referred to as
the "Company") is to file with the Securities and Exchange Commission, under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-8 relating to the issuance and sale of up to 2,000,000 shares of its
Common Stock, par value $.01 per share, to be issued under the Stock Incentive
Plan; and
WHEREAS, each of the undersigned holds the office or offices in the Company
herein below set forth opposite his or her name, respectively;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
A.M. Strecker and Steven E. Moore and each of them individually, his or her
attorney, with full power to act for him or her and in his or her name, place
and stead, to sign his or her name in the capacity or capacities set forth below
to the Form S-8 Registration Statement relating to the issuance and sale of up
to 2,000,000 shares of the Company's Common Stock, par value $.01 per share, to
be issued under the Stock Incentive Plan and to any and all amendments
(including Post-effective amendments) to such Registration Statement, and hereby
ratifies and confirms all that said attorney may or shall lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 21st
day of January, 1998.
Steven E. Moore, Director and
Principal Executive Officer /s/ Steven E. Moore
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Herbert H. Champlin, Director /s/ Herbert H. Champlin
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Luke R. Corbett, Director /s/ Luke R. Corbett
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William E. Durrett, Director /s/ William E. Durrett
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Martha W. Griffin, Director /s/ Martha W. Griffin
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Hugh L. Hembree, III, Director /s/ Hugh L. Hembree, III
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Robert Kelley, Director /s/ Robert Kelley
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Bill Swisher, Director /s/ Bill Swisher
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Ronald H. White, M.D., Director /s/ Ronald H. White
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A.M. Strecker, Principal Financial and
Accounting Officer /s/ A.M. Strecker
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