Current Report
UNITED
STATES
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
|
(Date
of report)
|
July
17, 2009
|
|
(Date
of earliest event reported)
|
July
16, 2009
|
ONEOK
PARTNERS, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-12202
|
93-1120873
|
||
|
(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)
[]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange 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
5.02
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
|
We
announced the following management changes effective July 16, 2009.
James C.
Kneale, 58, President and Chief Operating Officer of ONEOK Partners GP, L.L.C.
(“ONEOK Partners GP”), the sole general partner of ONEOK Partners, L.P., will
retire on January 1, 2010. Mr. Kneale will continue to serve as
President of ONEOK Partners GP until such date. Mr. Kneale became
President and Chief Operating Officer of ONEOK Partners GP in 2008, where he
also serves as a director. Mr. Kneale previously served as Executive
Vice President – Finance and Administration and Chief Financial Officer of ONEOK
Partners GP from 2006 through 2007.
John W.
Gibson, 57, who currently serves as Chairman and Chief Executive Officer of
ONEOK Partners GP, will also assume the role of President on Mr. Kneale’s
retirement date. Mr. Gibson joined ONEOK, Inc., ONEOK Partners GP’s
parent corporation, in May 2000 from Koch Energy, Inc., a subsidiary of Koch
Industries, where he was an Executive Vice President.
Terry K.
Spencer, 50, has been named Chief Operating Officer of ONEOK Partners
GP. From 2007 to present, Mr. Spencer served as Executive Vice
President – Natural Gas Liquids of ONEOK Partners GP. Mr. Spencer
previously served as President – Natural Gas Liquids for ONEOK Partners GP from
April 2006 and served as our Senior Vice President – Natural Gas Liquids from
July 2005 to March 2006. From 2003 to 2005, he served as Vice President and
General Manager and Vice President of Gas Supply and Project Development for
ONEOK, Inc.
Caron A.
Lawhorn, 48, has been named Senior Vice President – Corporate Planning and
Development of ONEOK Partners GP. Ms. Lawhorn will continue to act as
Senior Vice President and Chief Accounting Officer of ONEOK Partners GP, which
offices she has held from 2007 and 2008, respectively, through the present,
until such time as Derek Reiners assumes these positions on or about August 10,
2009, as described below. Prior to her current positions, Ms. Lawhorn
served ONEOK as senior vice president of financial services and treasurer from
January 2005 to January 2007, vice president and controller from August 2004 to
January 2005, vice president of audit and risk control from May 2003 to August
2004, and manager of audit services from September 1998 to May
2003.
Derek S.
Reiners, 38, has been named Senior Vice President and Chief Accounting Officer
of ONEOK Partners GP and will assume those offices on or about August 10,
2009. Mr. Reiners is currently a partner of the accounting firm Grant
Thornton LLP since 2004, and senior manager and manager of Grant Thornton LLP
for the period 2002 – 2004.
All of
these officers are eligible to participate in the benefit plans described under
the
“Compensation
Discussion and Analysis” on pages 28 through 39 of ONEOK, Inc.’s Proxy Statement
relating to its 2009 Annual Meeting of Shareholders, as filed with the United
States Securities and Exchange Commission on March 27, 2009 (and such
descriptions are incorporated herein by this reference). Mr. Reiners
will also receive relocation assistance, including reimbursement for commission
and closing costs on the sale of his current residence, for moving expenses and
for up to $20,000 for other miscellaneous moving-related expenses.
Each of
these officers has also entered into a Termination Agreement with ONEOK, Inc.
Under the Termination Agreements, severance payments and benefits are payable if
the officer's employment is terminated by ONEOK, Inc. without “just cause” or by
the officer for “good reason” at any time within three years of a change in
control. Severance payments and benefits include a lump sum payment
equal to a multiple of the officer's annual compensation, which includes annual
base salary and the greater of his bonus for the last year preceding a change in
control or his target bonus for the year in which the change in control
occurs. Each officer would also be entitled to a prorated portion of
his or her targeted short-term incentive compensation and accelerated vesting of
retirement and other benefits, as well as continuation of welfare benefits for a
certain number of months.
Item
9.01
Financial Statements and
Exhibits
.
Exhibits
Exhibit
Number Description
|
99.1
|
News
release of ONEOK, Inc. and of ONEOK Partners, L.P. dated July 16, 2009
announcing officer appointments.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONEOK Partners, L.P.
|
|
By:
|
ONEOK
Partners GP, L.L.C., its general
partner
|
Date: July
17,
2009 By:
/s/ Curtis L.
Dinan
Executive
Vice President,
Chief
Financial Officer and
Treasurer
EXHIBIT
INDEX
Exhibit
Number Description
|
99.1
|
News
release of ONEOK, Inc. and of ONEOK Partners, L.P. dated July 16, 2009
announcing officer appointments.
|
|
July
16, 2009
|
Analyst
Contact:
|
Dan
Harrison
|
||||
|
918-588-7950
|
||||||
|
Media
Contact:
|
Brad
Borror
|
|||||
|
918-588-7582
|
||||||
ONEOK Announces Kneale’s Retirement and
Other
Leadership
Changes
TULSA,
Okla. – July 16, 2009 – ONEOK, Inc. (NYSE:OKE) announced today that James C.
Kneale, 58, president and chief operating officer of ONEOK and ONEOK Partners,
L.P. (NYSE: OKS) will retire Jan. 1, 2010, after 29 years with the
company.
“Jim
Kneale has played a significant and invaluable role in our company’s growth and
success over the past three decades,” said John W. Gibson, chief executive
officer of ONEOK and chairman and chief executive officer of ONEOK Partners.
“His many contributions, excellent judgment and wise counsel – in a variety of
leadership positions of increasing responsibility, including chief financial
officer and his current role – have served our company, shareholders and
employees well. We will miss his daily presence at the company but wish him well
in his retirement.
“We are
fortunate to have so many talented leaders to move into different roles, further
expanding their experience and capabilities and preparing them for future
challenges,” Gibson added. “The changes we’re announcing today will broaden our
leadership team’s experience and responsibilities, providing the skills and
expertise we need to lead the company in the years ahead,” he
concluded.
Effective
immediately, Terry K. Spencer, 50, is promoted to chief operating officer of
ONEOK Partners, and Robert F. Martinovich, 51, is promoted to chief operating
officer of ONEOK. Both will report to Kneale who will remain president of both
entities until his retirement, at which time they will report to Gibson, who, in
addition to his current responsibilities, will also become president of both
entities at that time.
Spencer
is currently executive vice president, responsible for ONEOK Partners’ two
natural gas liquids segments, as well as ONEOK’s energy services segment, while
Martinovich is currently president of ONEOK Partners’ natural gas gathering and
processing segment.
Spencer
will be responsible for ONEOK Partners’ four operating segments – natural gas
gathering and processing, natural gas pipelines, natural gas liquids gathering
and fractionation, and natural gas liquids pipelines.
Martinovich
will be responsible for ONEOK’s distribution and energy services operating
segments, as well as the company’s environmental, safety and health, and
technical services organizations.
The
company also announced that Caron A. Lawhorn, 48, becomes senior vice
president-corporate planning and development, a new position, responsible for
business development, long-range planning and capital investment, reporting to
Gibson.
Lawhorn
will be succeeded as senior vice president and chief accounting officer of ONEOK
and ONEOK Partners by Derek S. Reiners, 38, when he joins the company on Aug.
10. A certified public accountant, Reiners is currently with Grant Thornton LLP
in Dallas, where he has been a partner since 2004 and currently leads the
accounting firm’s north Texas energy industry practice. He will report to Curtis
L. Dinan, senior vice president and chief financial officer.
Other
changes announced include the following:
• Robert
S. Mareburger, 47, is promoted to president - natural gas of ONEOK Partners,
responsible for the partnership’s two natural gas segments – gathering and
processing and natural gas pipelines – reporting to Spencer. Mareburger was most
recently vice president and chief information officer.
•
Sheridan C. Swords, 40, is promoted to president - natural gas liquids of ONEOK
Partners, responsible for the partnership’s two natural gas liquids segments –
gathering and fractionation and natural gas liquids pipelines, reporting to
Spencer. Swords was most recently president of the natural gas liquids gathering
and fractionation segment.
• Pierce
H. Norton II, 49, becomes president of ONEOK Distribution Companies, responsible
for the company’s three natural gas utilities – Oklahoma Natural Gas, Kansas Gas
Service and Texas Gas Service, reporting to Martinovich. Norton was most
recently executive vice president.
• David
R. Scharf, 52, is promoted to president of ONEOK Partners’ natural gas gathering
and processing segment, reporting to Mareburger. He was most recently vice
president - commercial, in the natural gas gathering and processing
segment.
• Michael
L. Turner, 35, is promoted to vice president of ONEOK Partners’ natural gas
liquids gathering and fractionation, reporting to Swords. He was most recently
director of distribution and Mid-Continent exchange services in the natural gas
liquids gathering and fractionation segment.
• Kevin
L. Burdick, 44, is promoted to vice president and chief information officer,
reporting to David E. Roth, senior vice president, administrative services. He
was most recently manager - information technology design
integration.
BIOGRAPHICAL
INFORMATION:
Jim Kneale – President,
ONEOK and ONEOK Partners
Jim
Kneale became president and chief operating officer of ONEOK in 2007 and ONEOK
Partners in 2008, where he also serves as a director. He joined ONEOK in 1981 as
vice president of accounting and moved to Oklahoma Natural Gas as vice president
of accounting in 1992. He served in various executive operating and finance
positions until being named president of Oklahoma Natural Gas in 1997, holding
that post until 1999 when he became chief financial officer of ONEOK. Kneale
earned a Bachelor of Business Administration degree in accounting in 1973 from
West Texas A&M in Canyon and completed advanced studies at Harvard
University.
Terry Spencer – Chief
Operating Officer, ONEOK Partners
Terry
Spencer became executive vice president of ONEOK in 2007, with responsibilities
for energy services and ONEOK Partners’ natural gas liquids gathering and
fractionation and pipelines segments. He joined the company in 2001 as director,
project development, for natural gas gathering and processing. Later, he served
as vice president - gas supply and project development in the gathering and
processing segment. In 2005, Spencer became senior vice president of ONEOK’s
natural gas liquids business following the asset acquisition from Koch. He
became president of natural gas liquids in 2006. Prior to joining ONEOK, Spencer
held positions of increasing responsibility in the natural gas gathering and
processing industry with Continental Natural Gas, Inc., in Tulsa; Stellar Gas
Company in Houston; and Texas Oil and Gas Corporation’s Delhi Gas Pipeline
subsidiary in Dallas. Spencer earned a Bachelor of Science degree in petroleum
engineering in 1981 from the University of Alabama in Tuscaloosa.
Rob Martinovich – Chief
Operating Officer, ONEOK, Inc.
Rob
Martinovich became president of ONEOK Partners’ natural gas gathering and
processing segment when he joined the company in 2007. Prior to joining ONEOK,
he was group vice president of environment, health and safety, operations and
technical services for DCP Midstream, LLC. Martinovich joined DCP Midstream in
2000 as senior vice president, responsible for the Permian Basin assets, and in
2002 was named senior vice president responsible for the Mid-Continent and Rocky
Mountain assets. Before joining DCP Midstream, he was senior vice president of
GPM Gas Corporation, the natural gas gathering, processing and marketing
division of Phillips Petroleum Company. Martinovich joined Phillips in 1980 as a
resin development engineer and held various engineering, sales and marketing
positions in the research and development and the plastics divisions of
Phillips, and served on the company’s corporate planning and development staff.
Martinovich earned a Bachelor of Science degree in chemical engineering in 1980
from the University of Notre Dame in South Bend, Indiana.
Caron Lawhorn – Senior Vice
President - Corporate Planning and Development
Caron
Lawhorn became senior vice president and chief accounting officer of ONEOK in
2007 and ONEOK Partners in 2008. Previously, she was senior vice president -
financial services and treasurer for ONEOK. She joined the company in 1998 as
manager - auditing, after serving as
a senior
manager at KPMG and chief financial officer for Emergency Medical Services
Authority in Tulsa. A certified public accountant, Lawhorn earned her Bachelor
of Science degree in business administration in 1983 from the University of
Tulsa, where she was named an Outstanding Alumna in the College of
Business.
Derek Reiners – Senior Vice
President and Chief Accounting Officer, ONEOK and ONEOK
Partners
Derek
Reiners is currently a partner at Grant Thornton LLP in Dallas, a certified
public accounting firm where he serves as the north Texas energy industry
practice leader. A certified public accountant, he joined Grant Thornton in 2002
from Arthur Andersen LLP in Tulsa where he held a variety of roles of increasing
responsibility after joining the firm in 1995. He earned a Bachelor of Science
degree in business administration in 1993 from Oklahoma State University in
Stillwater, with a double major in finance and economics. He earned a Master of
Science degree in accounting from Oklahoma State in 1999.
Bob Mareburger – President -
Natural Gas, ONEOK Partners
Bob
Mareburger joined ONEOK in 2007 as vice president and chief information officer.
From 1999 to 2006, he served as general manager of information technology and
chief information officer for CITGO Petroleum Corp. in Tulsa. Prior to joining
CITGO, he spent several years at Andersen Consulting, now Accenture. Mareburger
earned a Bachelor of Science degree in petroleum engineering in 1984 and a
Master of Business Administration degree in 1986 from the University of
Oklahoma.
Sheridan Swords – President
- Natural Gas Liquids, ONEOK Partners
Sheridan
Swords became president of ONEOK Partners’ natural gas liquids gathering and
fractionation business in 2007. He began his career in the natural gas industry
as a division engineer for Koch Gathering Systems Company in 1992. He held
various positions with Koch companies; and prior to joining ONEOK Partners,
Swords was vice president of the Mid-Continent for Koch Hydrocarbon, LP. He
earned a Bachelor of Science degree in mechanical engineering in 1991 from
Kansas State University in Manhattan.
Pierce Norton – President -
ONEOK Distribution Companies
Pierce Norton became executive vice
president in 2007, with responsibilities for ONEOK’s distribution companies and
ONEOK Partners natural gas gathering and processing and pipelines segments. He
began his natural gas industry career in 1982 at Delhi Gas Pipeline. He later
worked for American Oil and Gas and KN Energy, and was named Bear Paw Energy’s
president in 2005, which is now a subsidiary of ONEOK Partners. Norton earned a
Bachelor of Science degree in mechanical engineering in 1982 from the University
of Alabama in Tuscaloosa.
Dave Scharf – President -
Natural Gas Gathering and Processing, ONEOK Partners
Dave
Scharf became vice president - commercial of ONEOK Partners natural gas
gathering and processing segment in 2007. He joined ONEOK’s Bear Paw natural gas
gathering subsidiary in 2005 to manage operations, engineering and business
development. He began his career at Phillips Petroleum Company in 1978 in
research and development, followed by various positions in Phillips’ natural gas
gathering and processing businesses. He then joined KN Energy and Kinder Morgan
as a director of business development. Scharf earned a Bachelor of Science
degree in chemical engineering in 1978 from the University of Missouri at Rolla,
now called Missouri University of Science and Technology.
Mike Turner – Vice President
- Natural Gas Liquids Gathering and Fractionation, ONEOK
Partners
Mike
Turner became director of distribution and Mid-Continent exchange services in
the natural gas liquids gathering and fractionation segment in 2005. He began
his career as a distribution analyst for Koch Hydrocarbon, LP in 1996 and held
various positions with Koch until ONEOK acquired its natural gas liquids assets
in July 2005. He earned a Bachelor of Science degree in business management in
1996 from Fort Hays State University in Kansas.
Kevin Burdick – Vice
President and Chief Information Officer
Kevin
Burdick joined ONEOK in 2007 as manager - information technology design
integration, responsible for working with ONEOK’s business units to develop a
strategic roadmap for improving ONEOK’s information technology capability. He
began his career at CITGO Petroleum in 1992 and held a variety of positions of
increasing responsibility during a 15-year period. Burdick earned a Bachelor of
Science degree in mathematics in 1988 from the University of Oklahoma and a
Master of Business Administration degree from Oklahoma State University in
1995.
To
obtain electronic photo files of Kneale, Spencer, Martinovich, Lawhorn, and
others announced in the changes, visit the ONEOK Web site:
http://www.oneok.com/media/download_photos/image_download.jsp
.
---------------------------------------------------------------------------------------------------------------------
ONEOK,
Inc. (NYSE: OKE) is a diversified energy company. We are the general partner and
own 45.1 percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest
publicly traded master limited partnerships, which is a leader in the gathering,
processing, storage and transportation of natural gas in the U.S. and owns one
of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply
in the Mid-Continent and Rocky Mountain regions with key market centers. ONEOK
is among the largest natural gas distributors in the United States, serving more
than two million customers in Oklahoma, Kansas and Texas. Our energy services
operation focuses primarily on marketing natural gas and related services
throughout the U.S. ONEOK is a Fortune 500 company.
ONEOK
Partners, L.P. (NYSE: OKS) is one of the largest publicly traded limited
partnerships, and is a leader in the gathering, processing, storage and
transportation of natural gas in the U.S. and owns one of the nation’s premier
natural gas liquids (NGL) systems, connecting natural gas and NGL supply in the
Mid-Continent and Rocky Mountain regions with key market centers. Our general
partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified
energy company, which owns 45.1 percent of the overall partnership interest.
ONEOK is one of the largest natural gas
distributors
in the United States, and its energy services operation focuses primarily on
marketing natural gas and related services throughout the U.S.
For more
information, visit the Web sites at www.oneokpartners.com or www.oneok.com.
OKE-FE
##