ONEOK INC /NEW/
8-K, 1998-02-10
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                               February 10, 1998
                Date of Report (Date of earliest event reported)



                                  ONEOK, Inc.
             (Exact name of registrant as specified in its charter)



         Oklahoma                  1-2572                       73-1520922
(State or other jurisdiction     (Commission                   (IRS Employer
       of incorporation)         File Number)                Identification No.)


                        100 West Fifth Street; Tulsa, OK
                    (Address of principal executive offices)


                                      74103
                                   (Zip code)


                                 (918) 588-7000
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)




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<PAGE>   2




Items 1 - 4.      Not Applicable.

Item 5.           Other Events.

                  ONEOK, Inc. (the Company) announced the sale of its interest
in 11 gas processing plants located in Western Oklahoma to Koch Midstream
Processing Company, a subsidiary of Koch Industries Inc., of Wichita, Kansas.

                  On February 3, 1998, the Company issued a press release, a
copy of which is attached hereto as exhibit 1.a and incorporated herein by
reference.

Items 6.          Not Applicable

Item 7.           Financial Statements, Pro Forma Financial Information and 
Exhibits.

Exhibit
No.               Description

1.a               Press release issued by ONEOK, Inc. dated February 3, 1998.

Item 8 - 9.       Not Applicable








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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 hereunto duly authorized, on this 10th of February, 1998.


                                        ONEOK, Inc.


                                        By:  Jerry D. Neal
                                             -------------------------------
                                             Vice President, Chief Financial
                                             Officer, and Treasurer











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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
  NO.                             DESCRIPTION
- -------                           -----------
<S>               <C>
1.a               Press Release February 10, 1998
</TABLE>






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                                                                   EXHIBIT 1.a

                                [ONEOK LOGO]

===============================================================================


             ONEOK, INC.CONTACT: ONEOK - WELDON WATSON, 918-588-7158
                  P. O. BOX 871KOCH - JAY ROSSER, 316-828-7462
           TULSA, OK 74102-0871FOR IMMEDIATE RELEASE: FEBRUARY 3, 1998


                      ONEOK SELLS GAS PROCESSING INTERESTS


        Tulsa, Oklahoma -- ONEOK Products Company, a subsidiary of ONEOK, Inc.,
today announced the sale of its interests in 11 gas processing plants located in
Western Oklahoma to Koch Midstream Processing Company, a subsidiary of Koch
Industries Inc., of Wichita, Kansas. The effective date for the transaction was
February 1, 1998. Financial terms were not disclosed.

        Sam McVay, vice president of ONEOK Products, said the reason for selling
its 50 percent interest in the plants was a lack of ownership in the gathering
systems upstream of the plants and the increasing competitive pressures in that
business. He said, "ONEOK will continue to pursue gas processing opportunities
that meet with our strategic objectives."

        The plants have a maximum gross gas capacity of 475 million cubic feet
per day and a maximum gross natural gas liquids production capacity of 31,000
barrels per day. The plants process gas gathered through 3,000 miles of
gathering lines. Koch Midstream Processing acquired its 50 percent ownership in
the plants in November of 1997 when it purchased the Delhi Group from USX
Corporation.

        In a separate smaller transaction, ONEOK sold some gathering assets
consisting of approximately 95 miles of 12-inch and smaller pipeline along with
associated wellhead metering to Koch Oklahoma Midstream Services Company. The
gathering properties are located in Blaine, Canadian and Caddo Counties in
Western Oklahoma. This agreement is effective March 1, 1998. No financial
details were disclosed.

        ONEOK, Inc., (NYSE:OKE), is engaged in natural gas intrastate
distribution transmission, gas processing, gas marketing and oil and gas
production. ONEOK has approximately 31 million shares of common stock
outstanding. Information about ONEOK, Inc., is available on the Internet World
Wide Web at http://www.oneok.com.

        Koch Midstream Processing Company is a subsidiary of Koch Industries,
Inc., the second-largest privately held company in the United States in regards
to revenue, as ranked by Forbes. Koch Industries and its subsidiaries employ
13,000 people worldwide. Koch Industries, through those subsidiaries, is
involved in virtually all phases of the oil and gas industry, as well as in
agriculture, chemicals, chemical technology products, energy services, asphalt
products, metals and minerals services, real estate and financial investments.
For more information on Koch, refer to Koch's home page at www.kochind.com on
the Internet.

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