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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
January 7, 2000
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.
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Item 5. Other Events.
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ONEOK, Inc. announced plans to move forward with its proposed merger with
Southwest Gas Corporation and will address concerns raised in a recent
recommendation by the ACC staff to delay the merger.
On January 5, 2000, the Company issued a press release relating to the
merger, a copy of which is attached hereto as Exhibit 99.a and is incorporated
herein by reference.
Items 6-7. Not Applicable.
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Exhibit
No. Description.
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99.a Press release issued by ONEOK, Inc. dated January 5, 2000.
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 7/th/ day of January 2000.
ONEOK, Inc.
By: Jim Kneale
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Jim Kneale
Vice President, Chief Financial
Officer, and Treasurer
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EXHIBIT 99.A
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ONEOK Financial News
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ONEOK, Inc. Contact: Weldon Watson, 918-588-7158
P. O. Box 871
Tulsa, OK 74102-0871 For Immediate Release, January 5, 2000
ONEOK VOWS TO CLEAR NAME,
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PROCEED WITH SOUTHWEST GAS MERGER
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Tulsa, Oklahoma - ONEOK, Inc. (NYSE:OKE) seeking Arizona Corporation
Commission (ACC) approval to merge with Southwest Gas Corporation (NYSE:SWX),
plans to move forward with the proposed merger and address concerns raised in a
recent recommendation by the ACC staff to delay the merger. That recommendation
was made in testimony presented to the ACC on January 4.
"We recognize that the ACC staff has some concerns, but we are confident in
our ability to resolve those concerns, especially since many of them appear to
be based on false and misleading statements made by people who had their merger
proposals rejected," said ONEOK President David Kyle.
Kyle pointed out that the Arizona Residential Utility Consumers Office
(RUCO), which is charged with safeguarding the interests of Arizona utility
ratepayers, testified on January 4 that the terms of the proposed ONEOK-
Southwest merger were "particularly advantageous" to Arizona ratepayers.
The RUCO testimony stated that the terms of the proposed merger include an
immediate $5 million credit to Arizona ratepayers, as well as the opportunity
for ratepayers to share in "any other additional savings it [ONEOK] may be able
to generate." The proposed merger terms also protect Arizona ratepayers from
bearing any of the $30 million in costs associated with completing the merger,
and from future rate increases that are unrelated to ONEOK's Arizona natural gas
business.
"It is unfortunate that a spurned suitor has been able to temporarily delay
a merger that will benefit Arizona ratepayers," Kyle said. "But we know that
ONEOK is an excellent company with
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an excellent record for integrity and safety, and we know that the allegations
are false. ONEOK has done nothing wrong and we will prove just that."
A hearing on the proposed merger is scheduled for Feb. 11, 2000.
Kyle also said that many of the conditions that the ACC staff recommended
be put in place prior to approval of the merger have already been settled in an
agreement reached with the staff last June.
"We recognize that ONEOK is not a familiar name in Arizona, and if the ACC
wants to add some additional protections for Arizona ratepayers until they get
to know us, we are certainly willing to discuss that with them," Kyle said.
"This merger has already been approved in Nevada, it has been recommended
for approval in California, and it has been approved by the Southwest Gas Board
of Directors," Kyle said. "We know this is a good proposal, others have
recognized it as such, and we are confident that when the ACC has all the facts
before them, they will make the right decision for Arizona ratepayers."
ONEOK, Inc., is an integrated natural gas company involved in production,
processing, gathering, storage, marketing and transmission. The company is also
the largest natural gas distributor in Oklahoma and Kansas, operating as
Oklahoma Natural Gas Company and Kansas Gas Service Company, serving 1.4 million
customers.
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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 that 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
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logos are available under Media Kit.
