-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JB3t2azF0piBJ2onFv3k9MAKfoKTUpgqO9Xr0PSbnyqnjqLP8h7Jjrx3XeZqiVrB dm83HMmx0I/DC0uKoBvCMA== 0001021635-09-000110.txt : 20090218 0001021635-09-000110.hdr.sgml : 20090218 20090218160928 ACCESSION NUMBER: 0001021635-09-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090218 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGE ENERGY CORP. CENTRAL INDEX KEY: 0001021635 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 731481638 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12579 FILM NUMBER: 09618764 BUSINESS ADDRESS: STREET 1: 321 N HARVEY STREET 2: P.O. BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101-0321 BUSINESS PHONE: 4055533000 MAIL ADDRESS: STREET 1: 321 N HARVEY STREET 2: P.O. BOX 321 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101-0321 FORMER COMPANY: FORMER CONFORMED NAME: OGE ENERGY CORP DATE OF NAME CHANGE: 19960827 8-K 1 oge8k021809.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported)

February 12, 2009

 

 

 

 

OGE ENERGY CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Oklahoma

(State or Other Jurisdiction of Incorporation)

 

 

1-12579

73-1481638

(Commission File Number)

(IRS Employer Identification No.)

 

 

321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma

73101-0321

(Address of Principal Executive Offices)

(Zip Code)

 

 

405-553-3000

(Registrant’s Telephone Number, Including Area Code)

 

 

 

 

(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):

 

                

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

 

Item 1.02 Termination of a Material Definitive Agreement

 

OGE Energy Corp. (“OGE Energy”) is the parent company of Oklahoma Gas and Electric Company, a regulated electric utility with approximately 770,000 customers in Oklahoma and western Arkansas, and Enogex LLC and its subsidiaries, a midstream natural gas pipeline business with principal operations in Oklahoma.

 

In September 2008, OGE Energy and Energy Transfer Partners, L.P. (“ETP”) entered into an agreement to form a joint venture combining Enogex’s midstream business with ETP’s interstate operations as well as its midstream operations in the Rocky Mountains. One of the conditions to completing the joint venture was obtaining financing that met the minimum specified terms the parties had agreed to in the joint venture agreement. Under the terms of the agreement, if OGE Energy and ETP did not complete the financing and close the joint venture by March 31, 2009, either OGE Energy or ETP could terminate the contribution agreement relating to the formation of the joint venture. Due to the significant downturn in the national economy and resulting uncertainty in the capital markets, the parties determined that obtaining the financing and completing the formation of the joint venture was not feasible and not in their best interests. Accordingly, on February 12, 2009, the parties terminated the agreement to form the joint venture.

 

Item 9.01. Financial Statements and Exhibits

 

    (d) Exhibits

 

 

 

   Exhibit Number

Description

 

 

       99.01

Press release dated February 12, 2009, announcing OGE Energy, Energy Transfer terminate joint venture agreement.

 

 

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 thereunto duly authorized.

 

 

 

OGE ENERGY CORP.

 

(Registrant)

 

 

By:

/s/ Scott Forbes

 

Scott Forbes

 

Controller, Chief Accounting Officer

 

and Interim Chief Financial Officer

 

   

 

February 18, 2009

 

 EX-99 2 oge9901exhibit.htm

Exhibit 99.01

OGE Energy, Energy Transfer terminate joint venture agreement

 

OKLAHOMA CITY and DALLAS – OGE Energy Corp. (NYSE: OGE) and Energy Transfer Partners, L.P. (NYSE:ETP) announced today that they have terminated their agreement to form a joint venture that would have combined OGE’s Enogex midstream business with ETP’s Transwestern, and Mid-Continent Express interstate assets and Canyon Resources gathering operations.

 

Announced in September 2008, the transaction would have created a joint venture with diverse business lines and an expansive geographic platform to pursue growth opportunities in midstream and interstate natural gas pipeline operations. However, OGE and ETP agree that the significant downturn in the national economy and resulting uncertainty in the capital markets have made it unfeasible to complete the formation of the joint venture at this time.

 

“We believe strongly in the strategic merits of the ETP Enogex joint venture, but conditions in the financial markets are such that any partnership completed in the near term would not likely be economically beneficial to OGE,” said Pete Delaney, OGE chairman, president and CEO. “While we intend to revisit the possibility of a partnership again when conditions are more favorable, both companies remain well positioned to move forward with their business plans.”

 

“We regret that the capital markets have prevented us from accomplishing our plans to combine these businesses in a strategic joint venture,” said Kelcy Warren, ETP Chairman and CEO. “We have developed a good relationship with, and have a great amount of respect for, the management of OGE, and we look forward to pursuing other opportunities with OGE in the future.”

 

OGE and ETP originally expected to complete the formation of the joint venture after obtaining satisfactory financing, customary regulatory approvals and various third-party consents, having agreed to a March 31, 2009, deadline to complete the transaction. The parties determined that given current conditions and projections for the near term, it is in their mutual interest to terminate the joint venture agreement.

 

OGE Energy, headquartered in Oklahoma City, is the parent company of Enogex LLC, a midstream natural gas pipeline business with principal operations in Oklahoma, and of OG&E, a regulated electric utility serving 770,000 customers in an area spanning 30,000 square miles in Oklahoma and western Arkansas.

 

Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded partnership owning and operating a diversified portfolio of energy assets. ETP has pipeline operations in Arizona, Colorado, Louisiana, New Mexico, and Utah, and owns the largest intrastate pipeline system in Texas. ETP’s natural gas operations include intrastate natural gas gathering and transportation pipelines, natural gas treating and processing assets and three natural gas storage facilities located in Texas. These assets include approximately 14,600 miles of intrastate pipeline in service, with approximately 250 miles of intrastate pipeline under construction. In addition, ETP owns 2,450 miles of interstate pipeline in service, with approximately 250 miles of interstate pipeline under construction. ETP is also one of the three largest retail marketers of propane in the United States, serving more than one million customers across the country.

 

Energy Transfer Equity, L.P. (NYSE:ETE) is a publicly traded partnership, which owns the general partner of Energy Transfer Partners, L.P. and approximately 62.5 million ETP limited partner units.

 

The information contained in this press release is available on our website at www.energytransfer.com.


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