Attached files
| file | filename |
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| EX-1.01 - EXHIBIT 1.01 - OKLAHOMA GAS & ELECTRIC CO | ogande101exhibit.htm |
| EX-4.01 - EXHIBIT 4.01 - OKLAHOMA GAS & ELECTRIC CO | ogande401exhibit.htm |
| EX-5.01 - EXHIBIT 5.01 - OKLAHOMA GAS & ELECTRIC CO | ogande501exhibit.htm |
| EX-12.02 - EXHIBIT 12.02 - OKLAHOMA GAS & ELECTRIC CO | ogande1202exhibit.htm |
| EX-12.01 - EXHIBIT 12.01 - OKLAHOMA GAS & ELECTRIC CO | ogande1201exhibit.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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June 3, 2010
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OKLAHOMA GAS 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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(State or Other Jurisdiction of Incorporation)
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1-1097
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73-0382390
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(Commission File Number)
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(IRS Employer Identification No.)
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321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma
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73101-0321
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(Address of Principal Executive Offices)
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(Zip Code)
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405-553-3000
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item 8.01. Other Events
On June 3, 2010, Oklahoma Gas and Electric Company, an Oklahoma corporation (the “Company”) entered into an Underwriting Agreement and the Company has filed with the Securities and Exchange Commission a prospectus supplement relating to $250,000,000 in aggregate principal amount of its 5.850% Senior Notes, Series due June 1, 2040 (the “Senior Notes”). The offering of the Senior Notes was registered under the Securities Act of 1933, as amended, pursuant to the Company’s shelf registration on Form S-3ASR (File No. 333-166572-01).
Attached as Exhibit 1.01 is the Underwriting Agreement dated June 3, 2010 by and between the Company and Mizuho Securities USA Inc., RBS Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein, relating to the sale of the Senior Notes.
Attached as Exhibit 4.01 is the Supplemental Indenture No. 11 dated as of June 1, 2010 between the Company and UMB Bank, N.A., as trustee, creating the Senior Notes.
Attached as Exhibit 5.01 is an Opinion of Counsel as to the legality of the Senior Notes.
Attached as Exhibits 12.01 and 12.02 are the calculation of ratio of earnings to fixed charges and the calculation of pro forma ratio of earnings to fixed charges, respectively.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description
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1.01
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Underwriting Agreement, dated June 3, 2010 by and between Oklahoma Gas and Electric Company and Mizuho Securities USA Inc., RBS Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein, relating to $250,000,000 in aggregate principal amount of the Company’s 5.850% Senior Notes, Series due June 1, 2040 (the “Senior Notes”).
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4.01
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Supplemental Indenture No. 11 dated as of June 1, 2010 between Oklahoma Gas and Electric Company and UMB Bank, N.A., as trustee, creating the Senior Notes.
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5.01
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Opinion of Counsel as to the legality of the Senior Notes.
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12.01
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Calculation of ratio of earnings to fixed charges.
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12.02
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Calculation of pro forma ratio of earnings to fixed charges.
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SIGNATURE
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.
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OKLAHOMA GAS AND ELECTRIC COMPANY
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(Registrant)
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By:
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/s/ Scott Forbes
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Scott Forbes
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Controller and Chief Accounting Officer
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June 8, 2010