EXHIBIT 4.14
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT, dated as of October 21, 1999 (this "Agreement") between
OGE Energy Capital Trust I, a statutory business trust organized under the laws
of the State of Delaware (the "Trust") and OGE Energy Corp., an Oklahoma
corporation (the "Buyer").
In consideration of the foregoing, and intending to be legally bound
hereby, the parties hereto agree that, subject to the conditions contained
herein, the Buyer will purchase from the Trust and the Trust will sell to the
Buyer the Trust's 8.375% Common Securities (liquidation amount of $25 per common
security), representing undivided beneficial interests in the Trust (the "Common
Securities"), equal to an aggregate liquidation amount of approximately 3% of
the total capital of the Trust.
SALE OF STOCK AND TERMS OF PAYMENT
1.01 THE SALE. Upon the terms and subject to the conditions of this
Agreement, on October 21, 1999 (the "Closing Date"), the Trust will issue, sell
and deliver to the Buyer, and the Buyer will accept and purchase from the Trust,
247,600 Common Securities (the "Amount"). The Amount shall be subject to the
adjustments provided for in Section 1.03 hereof.
1.02. PURCHASE PRICE. Upon the terms and subject to the conditions
contained in this Agreement, and in consideration of the aforesaid issuance,
sale and delivery of the Common Securities on the Closing Date the Buyer will
pay or cause to be paid to the Trust $6,190,000 in cash (the "Purchase Price")
for the Amount. The Purchase Price shall be subject to the adjustments provided
for in Section 1.03 hereof.
1.03. AMOUNT AND PURCHASE PRICE ADJUSTMENT. If on the Closing Date,
after giving effect to the issuance and sale of the Trust's 8.375% Trust
Preferred Securities, the Amount does not equal an aggregate liquidation amount
of at least 3% of the total capital of the Trust, the Amount shall be adjusted
to equal an aggregate liquidation amount of at least 3% of the total capital of
the Trust and the Purchase Price shall be adjusted accordingly.
IN WITNESS WHEREOF, each of the Trust and the Buyer has caused this
Agreement to be signed by its duly authorized officers as of the date first
above written.
OGE ENERGY CAPITAL TRUST I
By: /s/ A.M. Xxxxxxxx
------------------------
Name: A.M. Xxxxxxxx
Title: Regular Trustee
OGE ENERGY CORP.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
2
