<PAGE> 1
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
May 13, 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)
<PAGE> 2
Items 1 - 4. Not Applicable.
Item 5. Other Events.
ONEOK, Inc. filed an application with the Missouri Public Service
Commission asking for a review of Southern Union Company's recent proposal to
purchase the stock of Southwest Gas Corporation.
A temporary restraining order was issued in U.S. District
Court against Southern Union Company enforcing the terms of a standstill
agreement which prevented Southern Union Company from taking certain actions.
On May 12, 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 May 12, 1999.
Items 8-9. Not Applicable
<PAGE> 3
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 13th day of May, 1999.
ONEOK, Inc.
By: Jim Kneale
----------------------------------
Jim Kneale, Vice President,
Chief Financial Officer, and
Treasurer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
99.a Press release issued by ONEOK, Inc. dated May 12, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 99.a
[ONEOK LETTERHEAD]
ONEOK SEEKS MISSOURI COMMISSION ACTION
AND FEDERAL COURT RULES IN FAVOR OF ONEOK
TULSA, Oklahoma -- On Tuesday, May 11, ONEOK, Inc., (NYSE:OKE) filed an
application with the Missouri Public Service Commission asking it to review
Southern Union Company's (NYSE:SUG) recent proposal to purchase the stock of
Southwest Gas Corporation (NYSE:SWX), which operates natural gas distribution
properties in Arizona, Nevada and California.
Missouri law requires any corporation owning utility properties in that
state to seek approval from the Missouri Public Service Commission before
acquiring stock in another public utility company. Southern Union owns Missouri
Gas Energy Company, a natural gas distribution company operating in the state of
Missouri.
In a related action, U.S. District Court Judge Sven Erik Holmes issued
a temporary restraining order yesterday against Southern Union, enforcing the
terms of a standstill agreement that prevents that company from trying to
influence a shareholder vote on a merger between ONEOK, Inc., and Southwest Gas
Corporation. This action resulted from a lawsuit filed earlier by ONEOK.
Under terms of the agreement, Southern Union had agreed that it would
not engage in any solicitation of proxies from or otherwise attempt to influence
the shareholders of Southwest Gas Corporation in an upcoming vote of the
Southwest shareholders to approve a merger agreement between Southwest and ONEOK
under which ONEOK will acquire all of the Southwest stock for a cash price of
$30 per share of common stock.
The temporary restraining order also enforces terms of the standstill
agreement which prohibit Southern Union from taking any actions that would seek
to control or influence the management or board of directors of Southwest.
ONEOK and Southwest Gas signed a definitive agreement to merge on
December 14, 1998. The initial agreement included a $28.50 cash offer by ONEOK
for each common share of Southwest Gas. On April 26, 1999, ONEOK and Southwest
amended their definitive agreement, with ONEOK agreeing to acquire Southwest Gas
for a cash price of $30 per share.
Southern Union made an unsolicited offer that was ultimately rejected
by the Southwest board of directors citing ONEOK's ability to close the purchase
in a more timely manner, and further citing the increased risk that a
transaction with Southern Union would not close.
ONEOK, Inc., is an integrated natural gas company involved in
production, processing, gathering, storage and transmission. The company is also
the largest natural gas distributor in Kansas and Oklahoma, operating as
Oklahoma Natural Gas Company and Kansas Gas Service Company, serving 1.4 million
customers.
# # #
STATEMENTS CONTAINED IN THIS RELEASE THAT INCLUDE COMPANY EXPECTATIONS OR
PREDICTIONS AS TO THE ACCRETIVE NATURE OF THE TRANSACTION AND ITS EXPECTED
CONSUMMATION 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 COULD DIFFER MATERIALLY
FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENTS. AMONG THE IMPORTANT
FACTORS WHICH COULD AFFECT ACTUAL RESULTS ARE THE TIMING AND TERMS OF REGULATORY
APPROVALS AND OPERATING RESULTS OF ONEOK AND SOUTHWEST GAS. MORE INFORMATION
ABOUT THE ONEOK AND SOUTHWEST GAS TRANSACTION CAN BE FOUND UNDER COMPANY NEWS ON
THE ONEOK WEB SITE AT WWW.ONEOK.COM. SERVICE AREA MAPS AND LOGOS ARE AVAILABLE
UNDER MEDIA KIT.
