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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: May 20, 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 5. Other Events
ENOGEX INC. TO ACQUIRE TRANSOK LLC
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OGE Energy Corp. announced, May 17, 1999, that its subsidiary, Enogex Inc.,
will acquire Transok LLC, a gatherer, processor, and transporter of natural gas
in Oklahoma. The seller is Tejas Energy LLC of Houston, an affiliate of Shell
Oil Company. Tejas had previously announced plans to sell Transok and has
accepted Enogex's offer of $701 million, which includes assumption of $173
million of long-term debt. OGE Energy's board of directors has approved the
acquisition, which is subject to regulatory review under the Hart-Scott-Rodino
Act of 1976. 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. (c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99.01 Press release dated May 17, 1999 announcing Enogex
Inc. will acquire Transok LLC, a gatherer, processor
and transporter of natural gas in Oklahoma.
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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)
May 20, 1999
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EXHIBIT INDEX
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EXHIBIT INDEX DESCRIPTION
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99.01 OGE ENERGY'S ENOGEX INC. TO ACQUIRE TRANSOK LLC
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EXHIBIT 99.01
OGE ENERGY CORP.'S ENOGEX SUBSIDIARY
TO ACQUIRE TRANSOK LLC
OKLAHOMA CITY - OGE Energy Corp. (NYSE: OGE) announced today that its
subsidiary, Enogex Inc., will acquire Transok LLC, a gatherer, processor and
transporter of natural gas in Oklahoma. The seller is Tejas Energy LLC of
Houston, an affiliate of Shell Oil Company.
Tejas had previously announced plans to sell Transok and has accepted
Enogex's offer of $701 million, which includes assumption of $173 million of
long-term debt. OGE Energy's board of directors has approved the acquisition,
which is subject to regulatory review under the Hart-Scott-Rodino Act of 1976.
"This acquisition provides OGE Energy with excellent opportunities to
create long-term value and is consistent with our strategy of disciplined,
asset-based growth around our core businesses -- electricity and natural gas,"
said Steven E. Moore, chairman, president, and CEO of OGE Energy. "As the energy
markets here and across the country move through the process of deregulation, we
look forward to competing in those markets with the integration of Transok into
our Enogex natural gas and energy services businesses. Enogex and Transok are a
great fit and the potential in this combination is exciting for our companies."
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
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and Electric Company, a regulated electric utility with nearly 700,000 customers
in Oklahoma and western Arkansas.
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.
"These two systems complement one another quite well," Moore said. "The
integrated systems, from the gas wellheads to the major pipeline delivery
points, stretch from the Texas Panhandle across half of Oklahoma's 77 counties,
through Arkansas all the way to eastern Missouri. Oklahoma is the third-leading
gas producing state in the country, and the combined Enogex/Transok system will
be one of the state's major gas gathering and transportation systems. We're
excited about the possibilities."
The transaction is expected to be slightly dilutive to OGE Energy Corp.'s
earnings in 1999 due primarily to transaction-related costs, and accretive to
earnings in 2000. Lehman Brothers is Enogex's financial adviser for the Transok
acquisition. Tejas is represented by Merrill Lynch.
Some of the matters discussed in this news release 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
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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 Dec. 31, 1998 and other factors described
from time to time in OGE Energy's reports to the Securities and Exchange
Commission.
