<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
March 5, 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)
1
<PAGE> 2
Items 1 - 4. Not Applicable.
Item 5. Other Events.
ONEOK, Inc. has announced applications have been made with the
state regulatory authorities in Arizona, Nevada and California requesting
approval to merge with Southwest Gas Corporation.
On March 5, 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 March 5, 1999.
Items 8-9. Not Applicable
2
<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 5th of March, 1999.
ONEOK, Inc.
By: Jerry D. Neal
-------------------------------
Vice President, Chief Financial
Officer, and Treasurer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
99.A Press release issued by ONEOK, Inc. dated March 5, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 99.a
[ONEOK LOGO] ONEOK Financial News
===============================================================================
ONEOK, INC. CONTACT: WELDON WATSON, 918/588-7158
P.O. BOX 871
TULSA, OK 74102-0871 FOR IMMEDIATE RELEASE: MARCH 5, 1999
ONEOK FILES REGULATORY APPLICATIONS
FOR SOUTHWEST GAS MERGER
Tulsa, Oklahoma -- ONEOK, Inc., has announced applications have been
made with the state regulatory authorities in Arizona, Nevada and California
requesting approval to merge with Southwest Gas Corporation (NYSE:SWX).
The merger would create the largest independent gas distribution
company in the United States serving 2.6 million customers in five states. The
proposal calls for ONEOK to purchase Southwest's 30.4 million shares of common
stock outstanding for $28.50.
The filings are part of a merger transaction process that is expected
to be completed sometime this fall. Southwest Gas and ONEOK announced the merger
plans on December 14, 1998. The filings have been made with the Arizona
Corporation Commission, the Public Utilities Commission of Nevada and the
California Public Utilities Commission.
ONEOK has made the necessary premerger filings with the Justice
Department and the Federal Trade Commission. Southwest Gas shareholders will
also be required to approve the merger.
Larry Brummett, chairman and chief executive officer of ONEOK, said,
"The combination of ONEOK and Southwest Gas will create a financially solid gas
distribution company that is capable of meeting the critical capital
requirements of Southwest Gas as the fastest-growing company in the industry."
- more -
<PAGE> 2
Last year, Southwest Gas added more than 58,000 customers, reporting a
growth rate of 5 percent, the highest growth rate in the United States and more
than double the industry average.
Under terms of the merger Southwest Gas will operate as a division of
ONEOK, Inc., and will retain its name in the local markets it serves. ONEOK is
committed to continuing the emphasis of Southwest Gas on safe, reliable, quality
service that customers have come to expect. ONEOK plans to continue the
Southwest Gas tradition of community involvement and support of charitable and
non-profit organizations, and educational institutions. ONEOK anticipates that
the ownership transition will be virtually seamless to customers, employees and
communities alike.
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.
5
