ONEOK INC /NEW/
8-K, 2000-02-01
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 1, 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 1, 2000, ONEOK, Inc. ("ONEOK") announced that they have signed
a definitive agreement for ONEOK to purchase Dynergy's gathering systems,
processing facilities and transmission pipelines, located in the mid-continent
region for $307.7 million.

     The assets include Dynergy's eight gas processing plants, interest in two
other plants and approximately 7,000 miles of gas gathering and intrastate
pipeline transmission systems in Oklahoma, Kansas and the Texas Panhandle.

     On February 1, 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 1st day of February 2000.



                                         ONEOK, Inc.

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

<PAGE>

                                                                    Exhibit 99.a


                                   Financial
                                     News


ONEOK Contact:                                Dynegy Media Contact:
Weldon Watson, (918) 588-7158                 Jennifer Rosser, (713) 767-5129
                                              Dynegy Analyst Contact:
                                              Margaret Nollen, (713) 767-8707

                                         For Immediate Release: February 1, 2000


            ONEOK TO PURCHASE DYNEGY MID-CONTINENT MIDSTREAM ASSETS
            -------------------------------------------------------

       Tulsa, Oklahoma - Dynegy Inc. and ONEOK, Inc., today announced that they
have signed a definitive agreement for ONEOK to purchase Dynegy's gathering
systems, processing facilities and transmission pipelines, located in the mid-
continent region for $307.7 million.

     The assets include Dynegy's eight gas processing plants, interests in two
other plants and approximately 7,000 miles of gas gathering and intrastate
pipeline transmission systems in Oklahoma, Kansas and the Texas Panhandle.
Current throughput is approximately 240 million-cubic foot-per-day with an
approximate 375 million-cubic foot-per-day capacity.   Natural gas liquids
production averages 25,000 barrels per day. Closing of the transaction is
expected by the end of the first quarter of 2000 subject to customary regulatory
and other approvals.

     David Kyle, president and chief operating officer of ONEOK, Inc., said,
"This acquisition is an excellent complement to ONEOK's existing natural gas
assets and is consistent with our objective of expanding our ownership of assets
in the mid-continent area.  We expected this transaction to be accretive to
earnings the first year."

     Chuck Watson, chairman and chief executive officer of Dynegy Inc., said,
"This sale accomplishes several of our strategic objectives. First, this
transaction is consistent with our goal to concentrate our capital investments
in natural gas processing in our core Permian and Fort Worth Basins and Gulf
Coast strategic areas.  Second, sales of less strategic assets from across the
company, which are expected to exceed $600 million by the end of first quarter
2000, will allow us to reduce the expected size of a new

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<PAGE>

equity offering, to about $250 million, from a range of $400 to $500 million, as
originally contemplated at the time the proposed merger between Dynegy and
Illinova was announced. Finally, by doing so, we will achieve our balance sheet
objective and coverage ratios, thereby preserving and enhancing our credit
ratings and avoiding unnecessary dilution of shareholders' ownership interests."

     Dynegy Inc. (NYSE:DYN) is one of the country's leading marketers of energy
products and services. Through its leadership position in power generation and
marketing, gathering, processing and transportation of energy, the company
provides energy solutions to its customers primarily in North America and the
United Kingdom.  Dynegy's primary business segments are Energy Convergence and
Liquids.  Dynegy Marketing and Trade, the company's power generation and natural
gas and power marketing and trading subsidiary, focuses on energy convergence  -
- - the marketing, trading and arbitrage opportunities that exist among natural
gas, power and coal that can be enhanced by the control and optimization of
related physical assets.  Dynegy's natural gas liquids subsidiary, Dynegy
Midstream Services Limited Partnership, includes North American midstream
liquids operations, global natural gas liquids transportation and marketing
operations. Dynegy and Illinova announced the execution of definitive agreements
for a merger on June 14, 1999.  The merger creates a company which is expected
to own an interest in merchant power generating plants which total more than
14,000 MW of gross domestic generating capacity and average world-wide natural
gas sales of approximately 10 billion cubic feet per day.

     ONEOK, Inc. (NYSE:OKE) is an integrated natural gas company involved in
production, processing, gathering, storage and transmission in the mid-continent
area 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
Company and Oklahoma Natural Gas Company, serving 1.4 million customers.

                                     # # #

For more information about Dynegy, please visit its web site at www.dynegy.com.

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.





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