-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0rXKk3F0jZuLCxSlYqoWu3hWlIffbh2FcFX/FJ/Nn7iFCqobroqki4wffZLV4Ip AoL3dGBvdq03lniM+S2SjQ== 0000074145-06-000022.txt : 20061212 0000074145-06-000022.hdr.sgml : 20061212 20061212153125 ACCESSION NUMBER: 0000074145-06-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061212 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OKLAHOMA GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000074145 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 730382390 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01097 FILM NUMBER: 061271520 BUSINESS ADDRESS: STREET 1: 321 NORTH HARVEY STREET 2: PO BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101-0321 BUSINESS PHONE: 4055533000 MAIL ADDRESS: STREET 1: 321 N HARVEY STREET 2: P O BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101 8-K 1 ogande8k121206.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

 

 

Date of report (Date of earliest event reported)

December 6, 2006

 

 

 

 

 

 

OKLAHOMA GAS AND ELECTRIC COMPANY

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

Oklahoma

 

 

(State or Other Jurisdiction of Incorporation)

 

 

1-1097

73-0382390

 

 

(Commission File Number)

(IRS Employer 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)

 

 

 

 

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

                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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

Item 1.01 Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On December 6, 2006, OGE Energy Corp. (“OGE Energy”) and its wholly-owned subsidiary, Oklahoma Gas and Electric Company (the “Company”), amended and restated its previous separate unsecured five-year revolving credit facilities (each, a “Facility”). In the new five-year revolving credit facilities (each, a “New Facility”) each contains an option, which may be exercised up to two times, to extend the New Facility for an additional year. Also, each of the New Facilities has an additional option at the end of the two renewal options to convert the outstanding balance to a one-year term loan. OGE Energy’s $600 million New Facility replaced its current $600 million Facility entered into on September 30, 2005 and set to expire on September 30, 2010. OGE Energy’s New Facility amount remained unchanged from its previous Facility. The Company’s $400 million New Facility replaced its current $150 million Facility entered into on September 30, 2005 and set to expire on September 30, 2010. There were no borrowings outstanding under either of these replaced Facilities.

 

Both New Facilities permit borrowings at interest rates equal to the eurodollar base rate, plus a margin of 0.13% to 0.525%, or an alternate base rate. Both New Facilities have facility fees that range from 0.045% to 0.175%. If more than 50% of the New Facility is utilized, a utilization fee at a per annum rate ranging from 0.05% to 0.10% is payable by the borrower. In addition, both New Facilities provide for an annual fee to be paid to the administrative agent. Interest rates and facility fees are based on the borrower’s then-current senior unsecured credit ratings. Each of the New Facilities provide for issuance of letters of credit, provided that the aggregate outstanding credit exposure shall not exceed the amount of the revolving credit facilities. Advances under the New Facilities are subject to certain conditions precedent, including the accuracy in all material respects of certain representations and warranties and the absence of any default or unmatured default. Advances may be used to refinance existing indebtedness and for general corporate purposes, including commercial paper liquidity support.

 

Both New Facilities have a financial covenant requiring that the borrower maintain a maximum debt to capitalization ratio of 65%, as defined in the New Facilities. The New Facilities also contain covenants which restrict the borrower and certain subsidiaries in respect of, among other things, mergers and consolidations, sales of all or substantially all assets, incurrence of liens and transactions with affiliates. Both New Facilities are subject to acceleration upon the occurrence of any default, including acceleration of indebtedness (other than non-recourse indebtedness) of $65 million or more in the aggregate, change of control (as defined in each of the New Facilities), nonpayment of judgments in excess of $65 million, and the occurrence of certain ERISA and bankruptcy events.

 

As of December 6, 2006, there were no borrowings outstanding under either New Facility.

 

For further information regarding the terms of the Company’s New Facility, the Company’s credit agreement is incorporated by reference herein as Exhibit 99.01.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits

 

 

 

 

 

Exhibit Number

 

Description

 

 

 

99.01

 

Credit agreement dated as of December 6, 2006, by and between the Company, the Lenders thereto, Wachovia Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and The Royal Bank of Scotland plc, Mizuho Corporate Bank and Union Bank of California, N.A., as Co-Documentation Agents (Filed as Exhibit 99.02 to OGE Energy Corp.’s Form 8-K filed December 12, 2006 (File No. 1-12579) and incorporated by reference herein)

 

 

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.

 

 

OKLAHOMA GAS AND ELECTRIC COMPANY

 

(Registrant)

 

 

By:

/s/   Scott Forbes

 

   Scott Forbes

 

 Controller

 

 

 

December 12, 2006

 

 

 

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