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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
December 16, 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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Items 1-4. Not Applicable.
Item 5. Other Events.
ONEOK, Inc. and Magnum Hunter Resources, Inc., announced on December
14, 1998, the two companies had signed a letter of intent creating a strategic
alliance maximizing natural gas production and development opportunities for
both companies.
On December 14, 1998, the Company issued a press release, a copy of
which is attached hereto as exhibit 99.a and incorporated herein by reference.
Items 6. Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
99.a Press release issued by ONEOK, Inc. dated December 14, 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 16th of December, 1998.
ONEOK, Inc.
By: /s/ Jerry D. Neal
--------------------------------------
Vice President, Chief Financial
Officer, and Treasurer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
99.a Press release issued by ONEOK, Inc. dated December 14, 1998.
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EXHIBIT 99.a
================================================================================
ONEOK FINANCIAL NEWS
================================================================================
ONEOK, INC. CONTACT: WELDON WATSON, 918/588-7158
P. O. BOX 871
TULSA, OK 74102-0871 FOR IMMEDIATE RELEASE: DECEMBER 14, 1998
ONEOK, INC. FORMS STRATEGIC ALLIANCE
WITH MAGNUM HUNTER RESOURCES, INC.
Tulsa, Oklahoma -- ONEOK, Inc., (NYSE:OKE) and Magnum Hunter Resources,
Inc., (AMEX:MHR) today signed a letter of intent creating a strategic alliance
maximizing natural gas production and development opportunities for both
companies. Under terms of the alliance, ONEOK will purchase $50 million of
Magnum Hunter convertible preferred stock becoming a 31 percent equity owner.
ONEOK will acquire $10 million of Magnum Hunter's pending acquisition of Spirit
76, including reserves and a gathering system. ONEOK will also market all of
Magnum Hunter's Oklahoma production and have the right to participate in Magnum
Hunter's Oklahoma acquisitions.
The preferred stock will have a liquidation value of $50 million and
will be convertible into Magnum Hunter's common stock at $5.25 per share.
Dividends on the preferred stock will be payable in cash at the rate of 8
percent per year and will be cumulative. Magnum Hunter will use the net proceeds
from the transaction to repay senior bank indebtedness, to provide working
capital for general corporate purposes and to finance acquisitions, as
determined by Magnum Hunter's board of directors. ONEOK will have the right to
nominate two new members to Magnum Hunter's six-member board of directors.
David Kyle, president and chief operating officer of ONEOK, said, "This
alliance will give ONEOK another platform to grow our resource base along with
our strategy of growing all our natural gas business segments including
gathering, processing, transporting and marketing. Magnum Hunter shares our
production strategy and has an enviable track record of success that complements
our efforts to maximize the value of our natural gas assets."
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EXHIBIT 99.a
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Gary C. Evans, president and chief executive officer of Magnum, said,
"We are very excited about the opportunity to partner up with the management
team at ONEOK. Over the past 12 months we have determined that we have similar
philosophies with respect to the acquisition of natural gas reserves and related
assets. By forming this strategic alliance between our companies, we believe our
opportunities for success will be significantly enhanced. ONEOK will be making a
substantial investment in our company that will represent our single largest
equity holder."
Evans added, "ONEOK has recognized not only the value of Magnum
Hunter's existing proved reserve base which is predominantly natural gas, but
also, more importantly, the many opportunities that will naturally become
available to our respective companies in 1999 and beyond because of the alliance
that we have now formed."
The convertible preferred stock transaction is contingent upon the
execution of definitive agreements between ONEOK and Magnum Hunter, a consent
from a majority of Magnum Hunter's existing 10 percent Senior Note holders and
compliance under the Hart-Scott-Rodino Act. It is anticipated closing will occur
on or before January 29, 1999.
ONEOK, Inc., is engaged in natural gas intrastate distribution and
transmission, gas processing, gas marketing and gas production. ONEOK has
approximately 31.6 million shares of common stock outstanding.
Magnum Hunter Resources, Inc., is one of the nation's fastest-growing
independent exploration and development companies engaged in three principal
activities: the acquisition, production and sale of crude oil, condensate and
natural gas; the gathering, transmission and marketing of natural gas; and the
managing and operating of producing oil and natural gas properties for interest
owners.
# # #
STATEMENTS CONTAINED IN THIS RELEASE THAT INCLUDE COMPANY EXPECTATIONS OR
PREDICTIONS OF THE FUTURE ARE FORWARD-LOOKING STATEMENTS INTENDED TO BE COVERED
BY THE SAFE HARBOR PROVISIONS OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934. IT IS IMPORTANT TO NOTE THAT THE ACTUAL RESULTS OF COMPANY
EARNINGS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING
STATEMENTS. INFORMATION IS AVAILABLE ON THE INTERNET WORLD WIDE WEB AT
HTTP://WWW.ONEOK.COM.
