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
October 16, 2002
(Date of earliest event reported)
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 001-13643 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)
Item 5. Acquisition or Disposition of Assets
On October 16, 2002, ONEOK Inc. entered into a definitive
agreement with Southern Union Company to purchase all the
Texas gas distribution assets of Southern Union for a purchase
price of $420 million.
The gas distribution operations serve 535,000 customers in
cities located throughout the state of Texas, including the
major cities of El Paso and Austin, as well as the cities of
Port Arthur, Galveston, Brownsville, and others. The primary
growth areas are El Paso, Austin and the Rio Grande River
Valley. Over 90 percent of the gas customers are residential.
The acquisition also includes a 125 mile natural gas
transmission system that is regulated by the Texas Railroad
Commission as well as other energy related assets involved in
gas marketing, retail propane sales and natural gas
distribution investments in Mexico.
Operating income for these Texas assets for the twelve months
ending June 30, 2002, was approximately $41.2 million of which
approximately 95% was related to the Texas gas distribution
operations.
Regulatory consents and approvals will be sought from numerous
municipalities. Notice is required to the Federal Energy
Regulatory Commission and the Texas Railroad Commission.
Antitrust clearance will also be sought from the Federal Trade
Commission under the Hart-Scott-Rodino Act. Closing is
expected to be on or before December 31, 2002. The boards of
directors of both companies have approved the transaction. UBS
Warburg acted as financial advisor to ONEOK on the
transaction.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) ProForma Financial Information
Not applicable.
(c) Exhibits
99.1 Press release issued by ONEOK, Inc. dated
October 16, 2002.
99.2 Purchase and Sale Agreement between Southern
Union Company and ONEOK, Inc. dated as of
October 16, 2002.
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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.
ONEOK, Inc.
By: /s/ Jim Kneale
------------------------------------------
Jim Kneale
Senior Vice President, Treasurer and Chief
Financial Officer (Principal Financial
Officer)
Date: October 17, 2002
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