ONEOK, Inc. (pronounced /ˈwʌnoʊk/ WUN-ohk[3]; NYSE: OKE) is a diversified Fortune 200 corporation based in Tulsa, Oklahoma. Founded in 1906 as Oklahoma Natural Gas Company, it is one of the largest natural gas distributors in the United States. It serves approximately 2 million customers through its natural gas distribution companies Oklahoma Natural Gas, Kansas Gas Service, and Texas Gas Service. ONEOK is also a general partner and owns 45.7 percent of ONEOK Partners, LP which is one of the largest publicly traded limited partnerships in the gathering, processing, storage and transportation of natural gas. It also owns major natural gas liquids (NGL) systems due to the 2005 acquisition of Koch Industries' natural gas businesses.
ONEOK's Energy Services operation focuses primarily on marketing natural gas and related services throughout the U.S. Energy Services, which derives more than 84 percent of its earnings from the physical marketing business, showed an operating income increase of $26.5 million. Energy Services’ retail business participates in customer gas choice program in Nebraska and Wyoming.
In 2007 Fortune magazine named ONEOK the most admired company in the Energy industry.[4] It changed its corporate name to ONEOK in December 1980.
Tulsa, Oklahoma and Las Vegas, Nevada - ONEOK, Inc., (NYSE:OKE) and Southwest Gas Corporation (NYSE:SWX) today announced that their boards of directors have unanimously approved a definitive merger agreement. ONEOK will pay $28.50 per share of Southwest Gas common stock outstanding, valuing Southwest Gas at approximately $1.8 billion, including assumed debt. The transaction is expected to be accretive in the first full year of operations.
The merger will create the largest stand-alone gas distribution company in the United States serving 2.6 million customers in five states with over 160 years of combined experience in the natural gas distribution business. ONEOK's acquisition of Southwest Gas combines the financial strength of ONEOK with the country's fastest-growing gas distribution utility. ONEOK will be the primary gas distribution company in Arizona, Kansas, Nevada and Oklahoma and will also have a strong presence in the state of California.
Larry Brummett, chairman and chief executive officer of ONEOK, said, "We are excited about the opportunities this merger provides for the employees and customers of ONEOK and Southwest Gas. ONEOK has demonstrated its ability to profitably merge gas distribution operations, while enhancing service to customers and opportunities for employees. We are confident this merger will create value for our shareholders through increased earnings growth in a deregulating energy marketplace."
Brummett added, "Southwest Gas has a talented employee base with skills that are very complementary to ONEOK's. We believe the expertise of ONEOK as a fully integrated gas distribution company with gas production, marketing and processing will create new opportunities at Southwest Gas. Southwest Gas serves two of the fastest-growing states in the country - Arizona and Nevada - as well as a portion of California, and we look forward to profitably developing this growth with our new partner."
Michael Maffie, president and chief executive officer of Southwest Gas, said, "The new company will be solid financially with strong cash flow to enhance growth opportunities in the rapidly expanding Southwest Gas service territories and will minimize regulated business risks with the diversified geographic exposure of five states."
The terms of the transaction call for three Southwest Gas board members to join ONEOK's board, filling a current vacancy and two positions that will be vacated due to retirements in 1999. Southwest Gas will operate as a division of ONEOK, Inc., and will retain its name in the local markets it serves. Larry Brummett said, "The merger is not expected to result in employee layoffs, and we would expect future employee adjustments to be the result of attrition and/or voluntary separation."
Brummett added, this transaction enhances ONEOK's position as a strong regional energy company and affirms our belief in the dynamic growth potential of the natural gas industry.
Responsibilities and Duties
The primary responsibilities of the Committee include, but are not limited to, the following:
In consultation with the Chairman of the Board and the Chief Executive Officer, search for, recruit, screen, interview and select candidates for new directors as necessary to fill vacancies or the additional needs of the Board, and consider management’s and shareholders’ recommendations for director candidates.
Recommend to the Board nominees for election as directors.
Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board.
Establish and periodically reevaluate criteria for Board membership and selection of new directors, including independence standards required by the New York Stock Exchange, the Securities and Exchange Commission and applicable law. Determine as necessary the portfolio of skills, experience, diversity, perspective and background required for the effective functioning of the Board considering the Company’s strategy and its regulatory, geographic and market environments.
Monitor non-Board services provided by directors to the Company and its subsidiaries.
Recommend to the Board removal of a director where appropriate.
Evaluate at least annually (a) the quality, sufficiency and currency of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (b) the Board’s performance and effectiveness, (c) the composition, organization (including its committee structure, membership and leadership) and practices of the Board, (d) tenure and other policies related to the directors’ service on the Board, and (e) corporate governance matters generally, and recommend action to the Board where appropriate.
Develop, annually review, and recommend to the Board a set of corporate governance principles applicable to the Company.
Monitor the orientation and training needs of directors, including formal director education programs, and recommend action to the Board, individual directors, and management where appropriate.
Review at least annually the charitable contributions programs of the Company and ONEOK Foundation, Inc., including review of major multi-year charitable commitments.
Subject to Oklahoma corporate law, review and approve the Company’s policies on and responses to important shareholder issues and proposals, and recommend to the Board the placement of shareholder proposals, and the Board’s response thereto, in the Company’s proxy statement.
Subject to Oklahoma corporate law, review and approve prior to publication, the Company’s proxy statement and form of proxy, subject to concurrent review by the applicable Committees of the Board of the compensation and audit sections thereof.
Review and approve, prior to acceptance, the Chief Executive Officer’s service on any other public company Board.
ONEOK, Inc.
ONEOK's Energy Services operation focuses primarily on marketing natural gas and related services throughout the U.S. Energy Services, which derives more than 84 percent of its earnings from the physical marketing business, showed an operating income increase of $26.5 million. Energy Services’ retail business participates in customer gas choice program in Nebraska and Wyoming.
In 2007 Fortune magazine named ONEOK the most admired company in the Energy industry.[4] It changed its corporate name to ONEOK in December 1980.
Tulsa, Oklahoma and Las Vegas, Nevada - ONEOK, Inc., (NYSE:OKE) and Southwest Gas Corporation (NYSE:SWX) today announced that their boards of directors have unanimously approved a definitive merger agreement. ONEOK will pay $28.50 per share of Southwest Gas common stock outstanding, valuing Southwest Gas at approximately $1.8 billion, including assumed debt. The transaction is expected to be accretive in the first full year of operations.
The merger will create the largest stand-alone gas distribution company in the United States serving 2.6 million customers in five states with over 160 years of combined experience in the natural gas distribution business. ONEOK's acquisition of Southwest Gas combines the financial strength of ONEOK with the country's fastest-growing gas distribution utility. ONEOK will be the primary gas distribution company in Arizona, Kansas, Nevada and Oklahoma and will also have a strong presence in the state of California.
Larry Brummett, chairman and chief executive officer of ONEOK, said, "We are excited about the opportunities this merger provides for the employees and customers of ONEOK and Southwest Gas. ONEOK has demonstrated its ability to profitably merge gas distribution operations, while enhancing service to customers and opportunities for employees. We are confident this merger will create value for our shareholders through increased earnings growth in a deregulating energy marketplace."
Brummett added, "Southwest Gas has a talented employee base with skills that are very complementary to ONEOK's. We believe the expertise of ONEOK as a fully integrated gas distribution company with gas production, marketing and processing will create new opportunities at Southwest Gas. Southwest Gas serves two of the fastest-growing states in the country - Arizona and Nevada - as well as a portion of California, and we look forward to profitably developing this growth with our new partner."
Michael Maffie, president and chief executive officer of Southwest Gas, said, "The new company will be solid financially with strong cash flow to enhance growth opportunities in the rapidly expanding Southwest Gas service territories and will minimize regulated business risks with the diversified geographic exposure of five states."
The terms of the transaction call for three Southwest Gas board members to join ONEOK's board, filling a current vacancy and two positions that will be vacated due to retirements in 1999. Southwest Gas will operate as a division of ONEOK, Inc., and will retain its name in the local markets it serves. Larry Brummett said, "The merger is not expected to result in employee layoffs, and we would expect future employee adjustments to be the result of attrition and/or voluntary separation."
Brummett added, this transaction enhances ONEOK's position as a strong regional energy company and affirms our belief in the dynamic growth potential of the natural gas industry.
Responsibilities and Duties
The primary responsibilities of the Committee include, but are not limited to, the following:
In consultation with the Chairman of the Board and the Chief Executive Officer, search for, recruit, screen, interview and select candidates for new directors as necessary to fill vacancies or the additional needs of the Board, and consider management’s and shareholders’ recommendations for director candidates.
Recommend to the Board nominees for election as directors.
Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board.
Establish and periodically reevaluate criteria for Board membership and selection of new directors, including independence standards required by the New York Stock Exchange, the Securities and Exchange Commission and applicable law. Determine as necessary the portfolio of skills, experience, diversity, perspective and background required for the effective functioning of the Board considering the Company’s strategy and its regulatory, geographic and market environments.
Monitor non-Board services provided by directors to the Company and its subsidiaries.
Recommend to the Board removal of a director where appropriate.
Evaluate at least annually (a) the quality, sufficiency and currency of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (b) the Board’s performance and effectiveness, (c) the composition, organization (including its committee structure, membership and leadership) and practices of the Board, (d) tenure and other policies related to the directors’ service on the Board, and (e) corporate governance matters generally, and recommend action to the Board where appropriate.
Develop, annually review, and recommend to the Board a set of corporate governance principles applicable to the Company.
Monitor the orientation and training needs of directors, including formal director education programs, and recommend action to the Board, individual directors, and management where appropriate.
Review at least annually the charitable contributions programs of the Company and ONEOK Foundation, Inc., including review of major multi-year charitable commitments.
Subject to Oklahoma corporate law, review and approve the Company’s policies on and responses to important shareholder issues and proposals, and recommend to the Board the placement of shareholder proposals, and the Board’s response thereto, in the Company’s proxy statement.
Subject to Oklahoma corporate law, review and approve prior to publication, the Company’s proxy statement and form of proxy, subject to concurrent review by the applicable Committees of the Board of the compensation and audit sections thereof.
Review and approve, prior to acceptance, the Chief Executive Officer’s service on any other public company Board.
ONEOK, Inc.