ONEOK INC /NEW/
8-K, 2000-04-06
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>

                      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



                                 April 6, 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)
<PAGE>

Items 1 - 4.   Not Applicable.
- ------------   ---------------

Item 5.        Other Events.
- -------        -------------

     On April 5, 2000, ONEOK, Inc. (AONEOK@) announced the closing of the
previously announced acquisition of all natural gas gathering and processing
businesses of Kinder Morgan, Inc. in Oklahoma, Kansas and West Texas.  As a part
of the agreement ONEOK has also acquired KMI's marketing and trading business,
as well as certain storage and transmission pipelines in the mid-continent
region.

     On April 5, 2000, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.a and incorporated herein by reference.

Items  6-7.    Not Applicable.
- -----------    --------------

Items 8-9.     Not Applicable.
- ----------     ---------------
<PAGE>

                                   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 6th day of April 2000.


                                         ONEOK, Inc.


                                        By:  Jim Kneale
                                           ------------------------------------
                                             Jim Kneale
                                             Vice President, Chief Financial
                                             Officer, and Treasurer

<PAGE>

                                                                    EXHIBIT 99.A


                                Financial News
- --------------------------------------------------------------------------------
ONEOK, Inc.                                Contact: Roger Mitchell, 918/588-7570
P.O. Box 871
Tulsa, OK 74102-0871                        For Immediate Release: April 5, 2000



          ONEOK CLOSES KINDER MORGAN MID-CONTINENT ASSET ACQUISITION
          ----------------------------------------------------------

  Tulsa, Oklahoma - ONEOK, Inc., ( NYSE: OKE) today announced the closing of the
previously announced acquisition of all natural gas gathering and processing
businesses of Kinder Morgan, Inc. (NYSE: KMI) in Oklahoma, Kansas and West
Texas.  As a part of the agreement ONEOK has also acquired KMI's marketing and
trading business, as well as certain storage and transmission pipelines in the
mid-continent region.

  ONEOK paid KMI approximately $108 million plus adjustments in working capital
to cover natural gas and natural gas liquids inventories.  An additional
$6 million of consideration is contingent upon the final closing of a small mid-
continent pipeline. The company also assumed the operating lease associated with
the Bushton, Kansas gas processing plant, the long-term capacity commitments on
Natural Gas Pipeline Company of America and on Kinder Morgan Interstate Gas
Transmission (formerly KN Interstate Gas Transmission Co).

  Approximately 350 employees will be added to the ONEOK workforce as part of
the acquisition.  Most are located in Kansas and West Texas.

  This acquisition includes more than 12,000 miles of pipeline, six gas
processing plants with capacity of 1.26 billion cubic feet per day and 10.5
billion cubic feet of storage.  David Kyle, president and chief operating
officer of ONEOK, Inc., said, "Consistent with our strategy this enhances our
marketing capabilities through our expanded ownership of these natural gas
assets.  We will focus on combining these assets with our existing assets and
those added with the Dynegy transaction enabling us to take advantage of
operating synergies.  However, we expect this transaction to be accretive to
earnings the first year even without those synergies."

                                       1
<PAGE>

  Last month ONEOK closed on the acquisition of $307.7 million in midstream
assets from Dynegy Inc. (NYSE: DYN), a Houston-based corporation.  The
acquisition included gathering systems, processing facilities and transmission
pipeline in the mid-continent region.

  ONEOK, Inc. (NYSE: OKE) is a diversified natural gas company involved in
production, processing, gathering, storage and transmission in the mid-continent
areas of the United States.  The company's natural gas marketing operations
provide service to customers in 25 states.  The company is also the largest
natural gas distributor in Kansas and Oklahoma, operating as Kansas Gas Service
and Oklahoma Natural Gas Company, serving 1.4 million customers.

                                      ###


Statements contained in this release that include company expectations or
predictions 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.    Any
additional information regarding factors that could cause actual results to
materially differ is found in the company's Securities and Exchange Commission
filings. Additional information about ONEOK is available on the ONEOK web site
at    Service area maps and logos are available under Media Kit.

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