Form 8-K

 

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

 

September 20, 2004

(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

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01 Regulation FD Disclosure

 

On September 20, 2004, ONEOK, Inc. (the Company) announced earnings guidance for 2005 in the range of $2.22 to $2.28 per diluted share of common stock. In addition, the Company reaffirmed its earnings guidance for 2004 in the range of $2.18 to $2.24 per diluted share of common stock.

 

Some of the statements contained in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements relate to: anticipated financial performance, management’s plans and objectives for future operations, expectations relating to pending or possible acquisitions and dispositions, expectations as to the dividend level on our common stock, business prospects, outcome of regulatory proceedings, market conditions, and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

 

Forward-looking statements include the information concerning possible or assumed future results of our operations and other statements contained in this press release identified by words such as “anticipate,” “estimate,” “expect,” “intend,” “believe,” “projection” or “goal.”

 

You should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

 

  • risks associated with any reduction in our credit ratings;

 

  • the effects of weather and other natural phenomena on sales and prices;

 

  • competition from other energy suppliers as well as alternative forms of energy;

 

  • the capital intensive nature of our business;

 

  • further deregulation, or “unbundling,” of the natural gas business;

 

  • competitive changes in the natural gas gathering, transportation and storage business resulting from deregulation, or “unbundling,” of the natural gas business;

 

  • the profitability of assets or businesses acquired by us;

 

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  • risks of marketing, trading and hedging activities as a result of changes in energy prices or the financial condition of our trading partners;

 

  • economic climate and growth in the geographic areas in which we do business;

 

  • the uncertainty of estimates, including estimates for oil and gas reserves;

 

  • the timing and extent of changes in commodity prices for natural gas, natural gas liquids, electricity and crude oil;

 

  • the effects of changes in governmental policies and regulatory actions, including with respect to income taxes, environmental compliance, authorized rates or recovery of gas costs;

 

  • the impact of recently issued and future accounting pronouncements and other changes in accounting policies;

 

  • the possibility of future terrorist attacks or the possibility or occurrence of an outbreak of, or changes in, hostilities or changes in the political conditions in the Middle East or elsewhere;

 

  • the impact of unforeseen changes in interest rates, equity markets, inflation rates, economic recession and other external factors over which we have no control, including the effect on pension expense and funding resulting from changes in stock market returns;

 

  • risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;

 

  • the results of administrative proceedings and litigation involving the Oklahoma Corporation Commission, Kansas Corporation Commission, Texas regulatory authorities or any other local, state or federal regulatory body, including the Federal Energy Regulatory Commission;

 

  • our ability to access capital at competitive rates or on terms acceptable to us;

 

  • the risk of a significant slowdown in growth or decline in the U.S. economy, the risk of delay in growth or recovery in the U.S. economy or the risk of increased cost for insurance premiums, security and other items as a consequence of terrorist attacks or the threat of terrorist attacks;

 

  • risks associated with the adequate supply of natural gas to our gathering and processing facilities, including from production declines, which outpace new drilling;

 

  • risks associated with a misstatement of the volumes and revenues due to implementation of the new customer service system;

 

  • the impact of the outcome of pending and future litigation; and

 

  • the other factors listed in the reports we have filed and may file with the Securities and Exchange Commission, which are incorporated by reference.

 

Other factors and assumptions not identified above were also involved in the making of the forward-looking statements. The failure of those assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. We have no obligation and make no undertaking to update publicly or revise any forward-looking information.

 

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Item 9.01 Financial Statements and Exhibits

 

Exhibits
     
99.1    Press release issued by ONEOK, Inc. dated September 20, 2004.

 

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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.

Date: September 21, 2004

      

By: 

  

/s/ Jim Kneale

               

Jim Kneale

               

Senior Vice President, Treasurer

and Chief Financial Officer

(Principal Financial Officer)

 

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