ONEOK INC /NEW/
8-K, 2000-02-09
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



                                February 9, 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 February 8, 2000, ONEOK, Inc. ("ONEOK") announced that they have signed
a definitive agreement for ONEOK to purchase all of Kinder Morgan's (" KMI")
natural gas gathering and processing business in Oklahoma, Kansas and West
Texas.  In addition, ONEOK agreed to purchase KMI's marketing and trading
business, as well as certain storage and transmission pipelines in the mid-
continent region.

     ONEOK will pay KMI approximately $114 million plus an amount equal to net
working capital at closing; assume the operating lease associated with the
Bushton, Kansas gas processing plant; and assume long-term capacity commitments
on Natural Gas Pipeline Company of American and on Kinder Morgan Interstate Gas
Transmission (formerly KN Interstate Gas Transmission Co.).

     On February 8, 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 9/th/ day of February 2000.



                                         ONEOK, Inc.

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

<PAGE>

                                                                    Exhibit 99.a

                                 Financial News
- --------------------------------------------------------------------------------

ONEOK, Inc.                            Contact:  Weldon Watson, 918/588-7158
P.O. Box 871
Tulsa, OK 74102-0871                For Immediate Release:  February 8, 2000


                        ONEOK TO PURCHASE KINDER MORGAN
                        -------------------------------
                              MID-CONTINENT ASSETS
                              --------------------


        Tulsa, Oklahoma - Kinder Morgan, Inc. and ONEOK, Inc., today announced
they have signed a definitive agreement for ONEOK to purchase all of KMI's
natural gas gathering and processing businesses in Oklahoma, Kansas and West
Texas. In addition, ONEOK agreed to purchase KMI's marketing and trading
business, as well as certain storage and transmission pipelines in the mid-
continent region.

        As consideration, ONEOK will pay KMI approximately $114 million plus an
amount equal to net working capital at closing; assume the operating lease
associated with the Bushton, Kansas gas processing plant; and assume long-term
capacity commitments on Natural Gas Pipeline Company of America and on Kinder
Morgan Interstate Gas Transmission (formerly KN Interstate Gas Transmission
Co.).

        David Kyle, president and chief operating officer of ONEOK, Inc., said,
"This is a continuation of our strategy of expanding our ownership of natural
gas assets and marketing capabilities in the mid-continent region. This
acquisition represents in excess of 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. When we combine these assets with our existing assets and those
to be added with the Dynegy transaction announced last week we will be able to
take advantage of operating synergies. We expect this transaction to be
accretive to earnings the first year even without those synergies."

        Rich Kinder, chairman and chief executive officer of KMI said, "Last
fall, we announced our intention to exit these businesses as part of our "back
to basics" strategy. With this sale, KMI's divestiture program is

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<PAGE>

more than 80% complete. The sales proceeds are consistent with the estimates we
made in the fourth quarter as part of the write-down of discontinued operations.
The combination of cash, assumption of the Bushton lease and long-term capacity
agreements will further strengthen our balance sheet and other credit
characteristics. Going forward, we will focus on growing our core, fee-based
businesses."

     Kinder Morgan, Inc. (NYSE:KMI) is one of the largest midstream energy
companies in America, operating more than 30,000 miles of natural gas and
products pipelines in 26 states.  It also has significant retail distribution,
marketing, gathering, electric generation and terminal assets.  Kinder Morgan,
Inc., through its general partner interest, operates Kinder Morgan Energy
Partners, L. P., America's largest pipeline master limited partnership.
Combined, the two companies have an enterprise value of approximately $10
billion.

     ONEOK, Inc. (NYSE: OKE) is an integrated 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.  Additional
information about ONEOK is available on the ONEOK web site at  www.oneok.com.
Service area maps and logos are available under Media Kit.

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