ONEOK INC /NEW/
8-K, 1999-02-26
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 26, 1999
                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 Koch Midstream Enterprises jointly announced
February 25, 1999, a letter of intent for ONEOK to acquire all the Oklahoma
midstream natural gas gathering and processing assets of Koch Midstream
Enterprises.

             On February 25, 1999, the Company issued a press release, a copy
of which is attached hereto as exhibit 99.a and incorporated herein by
reference.

Item 6.      Not Applicable

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

Exhibit
No.          Description

99.a         Press release issued by ONEOK, Inc. dated February 25, 1999.

Items 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 26th of February, 1999.


                                                 ONEOK, Inc.

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



                                        3

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                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>


Exhibit
No.          Description
- -------      -----------
<S>          <C>
99.a         Press release issued by ONEOK, Inc. dated February 25, 1999.
</TABLE>



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                                                                    EXHIBIT 99.A

[ONEOK LOGO] FINANCIAL NEWS
================================================================================
ONEOK, INC.                         CONTACT:  WELDON WATSON, ONEOK, 918/588-7158
P.O. BOX 871                                MARY BETH JARVIS, KOCH, 316/828-3756
TULSA, OK 74102-0871                   FOR IMMEDIATE RELEASE:  FEBRUARY 25, 1999


                 ONEOK ACQUIRES GATHERING AND PROCESSING ASSETS

         TULSA, Oklahoma -- ONEOK, Inc., and Koch Midstream Enterprises jointly
announced today a letter of intent for ONEOK to acquire all the Oklahoma
midstream natural gas gathering and processing assets of Koch Midstream
Enterprises for $285 million in cash. The assets include eight natural gas
processing plants and approximately 3,250 miles of gathering pipeline connected
to 1,460 gas wells located in Oklahoma. Total capacity of the plants is 515
million cubic feet per day. The transaction is subject to certain conditions,
including approval by regulatory agencies and the boards of directors of both
companies.

         David Kyle, president and chief operating officer of ONEOK, said,
"These assets are located in an area where ONEOK owns significant natural gas
production and development acreage. This will enable the company to continue our
strategic objective of maximizing values in all of our nonregulated natural gas
operations."

         Kyle added, "We have had partial ownership of some of these assets
before but recent natural gas reserve acquisitions and, more importantly, the
opportunity to own gathering systems upstream of the plants will provide greater
opportunity in a highly competitive marketplace. We will be focusing on
improving the utilization of these assets to maximize their future value."

         Koch Midstream Enterprises is a wholly owned subsidiary of Koch
Industries, Inc., a privately held company involved worldwide in virtually all
phases of the oil and gas industry, as well as agriculture, chemicals, energy
services, asphalt products, metals and minerals services, real estate and
financial investments.

         ONEOK, Inc., (NYSE:OKE) is engaged in natural gas intrastate
distribution, transmission, gas processing, gas marketing and oil and gas
production.

                                      # # #

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.



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