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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 13, 1999
Commission file number 1-12579
OGE ENERGY CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1481638
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
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Item 2. Acquisition of Assets
ENOGEX INC. COMPLETES ACQUISITION OF TRANSOK LLC
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OGE Energy Corp. announced, July 1, 1999, that its subsidiary, Enogex Inc.,
has completed its previously announced acquisition of Transok LLC, a gatherer,
processor, and transporter of natural gas in Oklahoma and Texas. Transok's
principal assets include approximately 4,900 miles of natural gas pipelines in
Oklahoma and Texas with a capacity of approximately 1.2 billion cubic feet per
day and 18 billion cubic feet of underground gas storage. Transok also owns 9
gas processing plants, which produced approximately 25,000 barrels per day of
natural gas liquids in 1998. Enogex purchased Transok from Tejas Energy LLC of
Houston, an affiliate of Shell Oil Company, for $701 million, which includes
assumption of $173 million of long-term debt. The purchase of Transok was
temporarily funded through a new revolving credit agreement with a consortium of
banks with The First National Bank of Chicago serving as agent. The Company
expects that this financing will be replaced with permanent financing. Enogex
Inc., a subsidiary of OGE Energy, is a non-regulated natural gas gathering,
processing, transportation, production, and energy services company with
principal pipeline operations in Oklahoma, Arkansas, and Texas. The transaction
will be treated as a purchase for accounting purposes. OGE Energy does not
expect to recognize any goodwill associated with this transaction.
Some of the matters discussed in this Form 8-K may contain forward-looking
statements of OGE Energy that are subject to certain risks, uncertainties, and
assumptions. Actual results may vary materially. Factors that could cause actual
results to differ materially include, but are not limited to: general economic
conditions, including their impact on capital expenditures; business conditions
in the energy industry; competitive factors; unusual weather; regulatory
decisions and other risk factors listed in OGE Energy's Form 10-K for the year
ended December 31, 1998 and other factors described from time to time in OGE
Energy's reports to the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Pursuant to paragraph (a)(4), the financial statements for the business
acquired will be filed within 60 days of July 15, 1999 the date that this report
was due to be filed.
(b) Pro Forma Financial Statements
Pursuant to paragraph (a)(4), the unaudited pro forma financial statements
of OGE Energy giving effect to the acquisition of Transok LLC will be filed
within 60 days of July 15, 1999 the date that this report was due to be filed.
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(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.01 Press release dated July 1, 1999 announcing Enogex Inc. completes
acquisition of Transok LLC, a gatherer, processor and transporter
of natural gas in Oklahoma and Texas.
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SIGNATURES
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.
OGE ENERGY CORP.
(Registrant)
By /s/ Donald R. Rowlett
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Donald R. Rowlett
Controller Corporate Accounting
(On behalf of the registrant and in his capacity
as Controller Corporate Accounting)
July 13, 1999
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EXHIBIT INDEX
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EXHIBIT INDEX DESCRIPTION
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99.01 ENOGEX INC. COMPLETES ACQUISITION OF TRANSOK LLC
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EXHIBIT 99.01
OGE ENERGY CORP.'S ENOGEX SUBSIDIARY
COMPLETES TRANSOK LLC ACQUISITION ON SCHEDULE
OKLAHOMA CITY - OGE Energy Corp. (NYSE: OGE) announced today that its
Enogex Inc. subsidiary has completed the acquisition of Transok LLC, a gatherer,
processor and transporter of natural gas in Oklahoma and Texas.
Enogex announced plans May 17 to purchase Transok from Houston-based Tejas
Gas LLC, an affiliate of Shell Oil Company, for $701 million.
"Our goal was to bring closure to this acquisition within a very short
timeframe," said Steven E. Moore, OGE Energy chairman, president and chief
executive officer. "We moved quickly through regulatory review, arranged the
necessary financing and made significant progress toward integration without
wavering from our initial timeframe. We believe that the expediency of this
acquisition sets it apart from others in the industry due to the fact that we
were able to close in such short order."
Integration of the Transok system with the Enogex network of pipelines will
bring the total to about 10,000 miles of pipe with the capacity to transport
more than 3 billion cubic feet of gas per day to a number of end-users and
pipelines. Combined natural gas storage capacity will be nearly 23 billion cubic
feet. Together, the companies have interests in 15 gas processing plants.
"We are very excited about the possibilities this acquisition creates for
OGE and Enogex," said Roger Farrell, Enogex president and chief executive
officer. "It will provide our producers and transportation customers with
greater options and position us to compete favorably in a deregulated
marketplace. Equally important, we expect this acquisition to deliver positive
earnings during its first full year of operation."
"These two organizations fit well strategically and present myriad
opportunities for growth and cost savings," Farrell said. "More importantly, the
combination of these two companies and the skill sets associated with each
create the strong, versatile platform needed to compete in the converging energy
market."
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He added that he was very impressed with Transok's employees and assets,
but as is the case with most acquisitions, some jobs will be lost. "It's the
unfortunate circumstance and perhaps the most difficult aspect of this
acquisition," he said. "We don't take it lightly."
Enogex Inc., a subsidiary of OGE Energy, is a non-regulated natural gas
gathering, processing, transportation, production, and energy services company
with principal pipeline operations in Oklahoma, Arkansas, and Texas. OGE Energy
also is the parent of Oklahoma Gas and Electric Company, a regulated electric
utility with nearly 700,000 customers in Oklahoma and western Arkansas.
