歐尼克 (OKE) 2002 Q1 法說會逐字稿

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  • CONFERENCE FACILITATOR

  • Good morning. My name is Samantha. I will be your conference facilitator today. At this time, I would like to welcome everyone to the ONEOK first Quarter earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question and answer period. If you would like to ask a question during this time, press star and the 1 on your telephone keypad. If you would like to withdraw your question press the pound key. Thank you. Mr. Watson you may begin your conference.

  • WELDON WATSON

  • Good morning. I would remind you any statements that might include company expectations or predictions should be considered forward looking statements and as such are covered by the safe harbor provision of the Security Acts of 1933 and 1934. It's important to note that the actual results could differ materially from those projected in such forward-looking statements and for a discussion of factors that could cause results to differ please refer to the MDNA sections of ONEOK's filings with the Securities and Exchange Commission. Now David Kyle, ONEOK's Chairman, President and CEO, will moderate this morning's conference call. David?

  • DAVID KYLE

  • Thank you, Weldon, and good morning. I want to thank you for joining us today to discuss our first quarter earnings. As usual, I have invited other officers to discuss some specific areas of our quarterly results. Jim Kneale, our Chief Financial Officer will review the financial highlights of the quarter. Chris Skoog will review ONEOK's energy market and trading activities and John Gibson will bring you up to date about our natural gas transportation storage gathering and processing operations. Also joining us is Lamar Miller, our Vice President of [INAUDIBLE] Control who is on hand, should any of your questions focus on a more detailed response as to that area. As we announced, we are pleased that two of last year's and last quarter's financial impacts will likely soon be behind us. I am sure that you recall that we have had a couple of pending disputes with the Oklahoma Corporation Commission. One of which resulted in a fourth quarter charge to earnings of $34.6 million. The other involved a contract dispute that goes back several years. On Monday, we presented to the Commission for approval and agreed to stipulation among all of the parties. The Commission approved the stipulation subject to some modifications, which we have until tomorrow to agree to the final language. I am hopeful that we will be able to agree. Jim Kneale will give more detail as to the financial impacts. But let me properly give credit to the President of Oklahoma Natural Gas, Sam Cohns and his staff, the staff of the Commission and the staff of the Attorney General for their many hours of effort to bring this settlement about. We're hopeful that this will be the beginning of an improved relationship with the Commission. Also last year, we recognized the impact of the Enron bankruptcy and I'm pleased to say that we, as of yesterday, have sold our claim and will recognize a first quarter gain on that transaction. Again, Jim will get into more detail on specifics. But, as I said in our last conference call, we are glad to have that issue behind us. So, at this time I would like for James Kneale to review the financial highlights of the company for the first quarter. Jim?

  • JAMES KNEALE

  • Thank you, David. Yesterday we reported earnings per share of 60 cents for the first quarter of fiscal 2002 as compared to 54 cents last year. On a fully diluted basis, without the effects of D-95, earnings per share are 72 cents for the first quarter. I'm going to take just a minute to talk about the two settlements David mentioned starting with the Oklahoma Corporation Commission settlement. As David indicated, it was approved Tuesday and it is subject to a 30-day appeal period. We'll record income of $14.2 million, less related expenses in the second quarter with the potential of an additional $8 million based on future gas storage savings. Again, last year's charge for this matter was 34.6 million dollars. The second item is related to Enron, as David mentioned. The $37.4 million charge we recorded last year represented about $5 million in physical sales, and the remainder related to option positions primarily for gas and storage. We also had natural gas hedges in the production segment that were terminated. To roll that forward just a little bit to this quarter, as a result of the warm winter and rolling gas deliveries to later months and the increase in natural gas prices, we have been able to replace a significant portion of that value and have established hedges in the production area in prices in excess of those that were in place with Enron. Then, as David mentioned, yesterday we closed the sale of our Enron claim for $22.1 million. Although the sale is subject to normal representations as to the validity of the claims and the guarantees from Enron the impact less reserves established last year for recovery and other related costs on the first quarter was an increase of 4 cents per share. Shifting focus for the quarter cash flow from operations before changes in working capital increased $111.4 million over last year to $216.3 million. Primarily, as a result of an increase in cash earnings, deferred taxes, including a carry-back of tax NOL's to 1997 and the sale of the Enron claim. The cash flow increase and the impact of fixed to floating interest rate swaps put into place last year reduced interest expense $11.3 million for the quarter. Capital expenditures were $61 million as compared to $91 million last year. Last year included expenditures related to the completion of our Spring Creek generating facility. Operating income for the first quarter was $143 million for both years. The gathering of processing segment reported operating income of $1.3 million, as compared to $13.2 million last year. Lower commodity prices and a change in operations were primarily responsible for the decline. $1 million related to the sale of the Enron claim is included in this segment. Transportation and storage operating income decreased from $19.9 million last year to $17.5 million. Lower natural gas prices and storage revenues and increased operating costs contributed to that decline. As David said, John Gibson will talk about both of those segments, in detail, in just a few minutes. ONEOK energy marketing and trading reported operating income of $62.6 million, as compared to $24.8 million last year. Cash earnings were $76.2 million and mark to market earnings actually reflected a loss of $13.7 million. The first quarter also includes $10.4 million related to the sale of the Enron claim. Operating income for the distribution segment was $58.2 million, as compared to $65.7 million last year. The decrease is attributable to the impact of warm weather on large customers whose rates are not normalized and increased operating costs. Kansas Gas Service is in a test year and plans to file a rate case later this year. The production segments operating income decreased from $13.9 million last year to $3.2 million. Although volumes increased slightly, the realized price for natural gas decreased to $2.74 per MCF from $4.34. I mentioned that the production segment had hedges in place that were terminated as a result of the Enron bankruptcy. The portion of the sale related to these hedges $2.7 million is reflected in production's first quarter results. Next, I want to mention -- the next thing I want to mention is that subsequent to Magnum Hunter Resources merger on March 15th our ownership dropped from 22% to 11%. Recently, we sold 3 million shares of our Magnum Hunter stock for $21.6 million. We'll record a gain on this sale in the second quarter. Subsequent to the sale, we own 7% of Magnum. Finally, looking forward for the rest of the year, we have put and updated our forecast for earnings by quarter. And I want to provide those ranges to you with caviots that any C.F.O. would give and that is depending on how the rest of the year shapes out we'll guide the accuracy of these numbers. Right now our estimates are for the second quarter earnings per share in a range of 29 cents to 32 cents. For the third quarter -- 16 cents to 19 cents and, for the fourth quarter, 28 cents to 32 cents. David, that concludes my remarks.

  • DAVID KYLE

  • Thanks, Jim. Now let me turn our attention to Chris Skoog to review the ONEOK energy market and trading.

  • CHRIS SKOOG

  • Thank you David. During the first quarter of 2002 OENT demonstrated the ability to sustain material growth. OENT wholesale business strategy has not changed since we entered this business over seven years ago. For the first time we have expanded our trading to several different products to provide diversity in our marketing and trading approach. This expanded strategy provides opportunities to for ONET to continue its growth. We will not deviate from our asset based strategy when marketing or trading these new products and will continue our focus on higher merger services rather than following the typical volume oriented business strategy. As Jim mentioned during the first quarter we expanded our operating income to $62.6 million from $24.8 million over 150% increase over the first quarter of 2001 inclusive of a slight decrement to our price risk management asset for the quarter of $13.7 million and a one time recovery of costs related to Enron for $10.4 million from the sale of our bankruptcy claim. This quarter cash earnings contributed $76.2 million. You may remember, from previous phone calls, our business focuses on short-term high-yield transactions with good liquidity and transparent pricing rather than the long term or high risk or model transactions favored by many marketing and trading organizations. Our physical sales volumes were 14% lower than the prior year due to the warmer weather conditions for the quarter as compared to last year. Our decrement and the price risk management asset for the quarter is a result of large withdrawals from our leased storage which converts our gas inventory into cash. As mentioned earlier, our business strategy is dependent on assets. We utilize three types of assets -- those we own, those we employ, and those we lease or contract for. The most significant assets owned by OEMT is our 300 megawatt peaking power facility. This plant is a single cycle turbine and can be a full generating capacity in less than 25 minutes. Although this facility is not as efficient as a combined cycle unit its flexibility puts it in a very competitive air conditioning market in the southwest power pool to handle the intra-day peaks. The power plant coupled with our 200 mega-watt firm transportation agreement affords OEMT the opportunity to sell power both within and outside the state. Our strong balance sheet and our physical gas presence in this area, coupled with the overbuilt electric market, is enabling us to pursue several tolling arrangements with independent power producers. This should complement our facility's reliability and provide us more options. We continue to optimize our employee asset based around the country in five different regions. We believe in maintaining local marketing contact with our customer base. We have four major offices outside Tulsa. They are Chicago, Denver, Kansas City, and Houston. Tulsa is the main office where the majority of our physical trading occurs, as well as all of our financial trading and administrative services. With no turnover in the last five years each member of our core management team as at least 16 years of industry experience allowing OEMT to react very quickly to changing market conditions. Our management of physical assets focuses on two main areas -- storage and transportation. With our storage position, we lease capacity in 14 storage facilities located in nine different states. This entails 77 billion cubic feet of capacity coupled with our injection rights of 1.4 billion cubic feet per day and our withdrawal rates of 2.5 billion cubic feet per day gives us almost 4 billion cubic feet of in-house swing capability. This flexibility allows us to capture the winter/summer price spread and the intra-month price volatility both physically and financially with very little risk exposure. The value of the winter/summer spread is transparent. But the intra-month volatility so far this year has been tremendous for us. We saw intra-month day cash ranges in the Rockies as low as 45 cents and as high as $1.23 in March. In Chicago from 39 cents to over $1.15 intra-month. These storage assets enable us to capture these market inefficiencies. Our ability to capture this volatility in our day trading business is priceless. Our firm gas transportation capacity of close to one billion cubic feet is very valuable since it crosses the major supply basins west of the Mississippi River linking our storage fields to create a synergistic supply base that we can move between the regions with our storage gas. As deliver ability changes in these regions our long-term transportation capacity permits OEMT to capture the pricing differentials that occur in the areas of the U.S. that we serve. The combination of our storage and transportation assets creates an opportunity for OEMT to expand our derivatives business, allowing us to capture the intrinsic and extrinsic values of volatility. This financial development compliments our physical capabilities and we are projecting revenues in this area of over $70 million this year. Finally, our first quarter expansion in the area of crude oil and NGL marketing is developing nicely. We are now actively trading in both of these areas using financial products to protect our corporate owned assets. We are using financial options to set floors and put spreads on to arbitrage the different price movements between different energy products. I want to thank you for your interest and now turn the call back over to David.

  • DAVID KYLE

  • Thanks, Chris. Let's turn our attention back to John Gibson who will tell us about transportation and storage and gathering process.

  • JOHN GIBSON

  • Thanks, David. And good morning. Looking first at our gathering and processing segment relative to the first quarter of last year, operating income was significantly lower. A year ago at this time we were pleased with our earnings, considering we had a negative processing spread due to the low liquid prices relative to the very high natural gas prices. A year later we have a positive process and spread increased throughput but lower earnings. The explanation is not simple and consists of two parts -- first, we sell on average, 350 million cubic feet per day of natural gas. And 86,000 barrels or 3.6 million gallons of natural gas liquids per day. Compared to the first quarter of last year gas prices are some 70% or $5 per MCF lower while NGL's are 30 cents per gallon or about 50% lower than last year. The impact of these lower prices is significant to our margins. The second part of the explanation, which might not be as apparent by looking at the statistics is that last year, due to negative processing margins, we modified our plan operations at different times throughout the quarter to maximize gas sales production to take advantage of the high gas prices. At the expense of NGL production. This allowed us to sell an incremental 50 million cubic feet per day of natural gas at different times during the first quarter into the daily gas market, which contributed significant margin. Also, during this last quarter experienced, we had severe ice storms in late January and early February, which impacted the operation of our Oklahoma gas plant for about two weeks. We estimate these storms cost us about 1.5 million dollars of lost margin. Looking now at our transportation and storage segment -- we're slightly behind last year's quarters due, mainly, to decreased retained fuel due to lower gas prices. And lower storage revenues attributable to our idled [yaggie] storage field near Hutichson, Kansas. We anticipate receiving new storage regulations from the State of Kansas by the end of June. We will then be able to determine the requirements necessary to return the field to service. Throughput across the pipelines was about the same as last year. On the growth side, we have completed construction of a new 27-mile, 30-inch pipeline, which will be used to serve one of the largest gas fired powered generated power plants in the United States, the new Red Bud facility located near Luther, Oklahoma. This new pipeline starts at our Edmund Oklahoma, storage field and an 1,100 megawatt Red Bud facility will be our single largest non-affiliated customer with a peak load of 250 million cubic feet per day of natural gas, provided under a seven year firm transportation contract. Our pipelines complete and the generating facility is expected to be in service in January of 2003. David, that concludes my remarks.

  • DAVID KYLE

  • Thanks, John. And, at this time, I would like to open the call up for questions.

  • CONFERENCE FACILITATOR

  • At this time I would like to remind everyone, in order to ask a question, please press star and the 1 on your telephone keypad. Please hold for your first question. Your first question comes from John Olson with Sanders, Morris & Harris.

  • JOHN OLSON

  • Good morning, everybody. That was a heck of a quarter, I must say. You've got a lot of things on your plate. I would love to know from Jim or Chris what is the size now of the trading on the derivative book considering you seem to be wanting to expand it, Chris? And what does the outlook for the from market to market profits or losses, really, look like over the balance of the year, if you can be brave enough to forecast that kind of thing.

  • CHRIS SKOOG

  • Well, John, I will answer it in a couple of different ways. I'm not sure what you mean by revenue. Projecting within our segment for the year?

  • JOHN OLSON

  • In other words, how do you think -- you know, you took this mark to market hit in the first quarter. Typically you would be booking rate nice mark to market accounting profits in the second and third quarter as I recall.

  • CHRIS SKOOG

  • Right.

  • JOHN OLSON

  • And then fourth quarter will go away again.

  • CHRIS SKOOG

  • Thats right on the setup the way we do business. Its very short-term oriented is the first and fourth quarter typically our marks will be negative. In the second and third quarter our marks should be positive. In the crudest sense, to take a ball park look as you take the amount of storage capacity that we have, divide it by -- multiply it times the spread. The winter/summer spread value. That's the kind of mark impact we should have in a positive way in the second and third quarter.

  • JOHN OLSON

  • Ok. Well, that sounds mighty big then.

  • CHRIS SKOOG

  • And then, in fourth quarter, it should reverse. It will start reversing back out.

  • JOHN OLSON

  • Ok. All right. That is fine. I'm also impressed that you you were able to cut a very interesting deal with the Commission. This is going to be-- Did you say, David or Jim, that this will be signed off imminently?

  • UNKNOWN SPEAKER

  • John, as a result of the Commission vote, there are some changes, language changes to the stipulations that the staff and we are working on. We're hopeful that we will be able to agree to those language changes and, as I understand it, the revised stipulation is being presented to the Commission today to make sure that represents what they understand the deal to be and, if that is, as I've said, meets with our approval, which I hope it will, we will sign on and it will become effective very, very soon, as soon as tomorrow.

  • JOHN OLSON

  • Great. Ok. And one last question, if I may. Jim, you mentioned 72-cent for the quarter versus the 60 cents. I'm not -- I didn't catch what the difference was between the 60 and the 72. The others -- the subset to that question was going to be -- what would your earnings per share look like if they were not super diluted per share be 129?

  • JAMES KNEALE

  • John, that was the difference and I apologize if I wasn't clear. The 60 cents were the diluted earnings for 129 or D-95 and the 72 cents is what they would have been absent that--

  • JOHN OLSON

  • Okay.

  • JAMES KNEALE

  • --created by the western preferred.

  • JOHN OLSON

  • I just wanted to be clear on that. Thank you very much. It was an excellent quarter.

  • JAMES KNEALE

  • Thanks, John.

  • CONFERENCE FACILITATOR

  • Your next question comes from Bob Sullivan with UBS Warburg.

  • ROBERT SULLIVAN

  • Hi, this is for Chris. Chris, could you in a general, rough sense, give an idea on where the earnings from trading came in terms was it mostly price swings intra- month or was it the differentials between the regions that

  • presented the most opportunity?

  • CHRIS SKOOG

  • Well, Bob, it came just in the two things that you mentioned the most. Our focus on using these storage facilities is capturing the day-to-day volatility. Despite the release and earnings of several other mega-marketers that released before us, saying volatility is down. Volalitity is down in the long day business when you use the model transaction approach. But when you sit and look at a short term time frame like we do the one year. The intra-month volatility has been averaging 30% to 35%. When you sit and look at our operating costs and our general administrative staff, we're very small. These 25% to 35% price swings, intra-month we were able to capture in a very big way. The four billion cubic feet of swing, in-house, the market can't tell when we're buying or when we're selling. That's what makes us different than the mega-marketers.

  • ROBERT SULLIVAN

  • Did trading these new products in this quarter contribute anything to earnings? And could you provide some sort of, you know, forecast going forward on what you're looking for out of that -- the new business there and maybe what type of capital would be employed?

  • CHRIS SKOOG

  • No capital will be deployed for this increase here. The physical trading of it will be significant, you know, will be the buy and sell time lag at the end of the month at four or five days. So you'll be out some receivables payable day time but We're not going to deploy any increased capital. We have all of the systems in place to trade. Getting back to how you differentiate and I don't have a good breakout for you now on the phone. If you look at our physical volumes that we reported, we had a very good margin quarter. You know, if you take in the crudest sense of the numbers it shows upward of 30 cents. That wasn't the case. The real case would be closer to a 15-cent physical margin due to -- and that's natural gas. Due to the warmer conditions. Remember, our winter time. We sell a lot of demand services to utilities. They pay us the reservation fee. They didn't take the gas because of the warmer than normal conditions this spring. So we collected the reservation fees and we we're still able to sell the gas on the spot basis and keep ourselves whole. Now, as far as the other products on a go-forward basis, and this is as best as we can forecast right now, crude oil we expect to be somewhere in the $6 million to $8 million range. Our NGL trading somewhere in the $5 to $7.5 million range. Our basis trading somewhere in the $15 to $18 million range. And then our options trading that we use to enhance our storage position somewhere give or take where you believe gas prices are going this winter, a minimum of $10 to $15 million. A maximum of $50 to $100 million. It depends what you predict gas prices are.

  • ROBERT SULLIVAN

  • Ok, one last question. On the production side I understood correctly that the 3.2 million operating income includes 2.7 million from the Enron settlement, is that correct?

  • UNKNOWN SPEAKER

  • Yes, that's correct.

  • ROBERT SULLIVAN

  • That segment only contributed $500,000?

  • UNKNOWN SPEAKER

  • I think it's probably about $900,000. I might have rounded wrong.

  • ROBERT SULLIVAN

  • Okay. That was just low pricing? There was no other issues there?

  • UNKNOWN SPEAKER

  • There's about a $2.10 delta in the price. If you look at the volumes of natural gas and multiply those, 6,359 MMCF's. So multiply that by $2 that's about $13 million of operating income.

  • ROBERT SULLIVAN

  • Okay.

  • UNKNOWN SPEAKER

  • You add that back, and you are right back to last year.

  • ROBERT SULLIVAN

  • Ok, thank you.

  • UNKNOWN SPEAKER

  • Thanks, Bob.

  • CONFERENCE FACILITATOR

  • Your next question comes from Michael Garvey from Angelo Gordon.

  • MICHAEL GARVEY

  • Hi good morning.

  • UNKNOWN SPEAKER

  • Hi, Mike.

  • MICHAEL GARVEY

  • A couple of questions. Chris, on the marketing side, I just want to get a little better understanding. You comment 15 cent physical which, even that, is very strong given history. And what has gone on in the market. Can you give a little-- help us looking forward-- How do you see the physical and some of the other pieces that contributed to that the higher margin. Can you break that up for the quarter?

  • CHRIS SKOOG

  • Well, to go back what I kind of answered to Bob. I'll try to make it a little clearer this time. OEMT, over the last seven years, has been an industry leading 8 to 10 cent margins. We don't believe in the baseload business. We don't have 200 traders sitting on our trade floor pushing volumes around the country. We are in the day-to-day short term use of storage to capture these day-to-day swings and the pricing, whether it be within a region or intra-region the spreads, for example in the Rockies, were traded as low as $1.80 in the quarter to as high as $3.80 in the quarter. You sit and look at the first week in April here. The Rockies trade as low as 45 cents we bought gas for. We're selling gas up in Chicago as high as $3.50 to $4. So you can see those regions -- the firm transportation that we hold is strategic. The storage assets that we have in the Rockies, in Chicago, in the Gulf Coast, in Oklahoma, in Louisiana, in California, in Utah are all important to us to capture these inefficiencies in the marketplace. We don't sell a whole lot of base low gas. I call that the practice gas. That's the mega-marketer approach. They have the GNA associated in the shares with those traders to put a lot of gas around at a half cent, 1/4 cent. We will not give you a two-way quote in the market. We're a definite buyer one day. We're a definite seller one day. The whole marketing group gets together on a conference call in the morning for 15 minutes and we call the market direction that day and we may be buying in the Rockies, selling in Chicago. We may be buying in California and selling at [INAUDIBLE]. And we have got a bunch of great traders. Everybody knows their roll. I don't have 11 quarterbacks on this football team. I've got one quarterback and I've got nine guys that know their positions. They can sit there and they can play the game and they know the hand that they're dealt. We trade up one book. I think that really differentiates us from the mega-marketers. Our physical and financial guys sit right next to each other. It is one incentive, one bottom line.

  • MICHAEL GARVEY

  • So when you are doing this then, it would seem like you are doing is going out and making short-term calls on the different markets and going long and short different markets, is that correct?

  • CHRIS SKOOG

  • That's correct. But I'm leaning against these storage assets to cover that exposure. So I am taking little to no risk because I have the deliverability. I'm moving 2.6 BCF a day, but I can inject, you know, and withdrawal the 4 BCF worth of swing off of that 2.6 BCF a day. So it gives me tremendous opportunity to capture this volatility.

  • UNKNOWN SPEAKER

  • I think the thing that differentiates us and I think what Chris is trying to focus all of this on, is that our approach is an asset-based approach. It's based upon both the storage positions that we control and, also, on the physical space that we control in the pipes. That gives us the opportunity to trade around that physical position. And we capture the inefficiencies and the measure of their success is going to be how efficient they can capture those inefficiencies.

  • MICHAEL GARVEY

  • As you're capturing this I'm trying to -- from a risk management prospective if you are taking a positioning one market versus another, there could always can be -- occasionally you get strange moves in the market. If you don't -- if you ended up -- you can end up where you may have a position where you don't -- you don't have full deliverability or would you always have full deliverability. If you didn't have 100% physical backup, in essence that, would be a speculative position, correct?

  • UNKNOWN SPEAKER

  • Right. You're going down a path I want you to go down. During the month of November, when storage was at capacity, I make very little bets on market calls. But in February and March here and April my storage is empty. I go long gas, for example, in March. I want 500 million cubic feet a day. March first of the month index starts down, starts up. The reason I go so long is not so much for the March look, it's the fact that I have 85 cents spread against next January. So I know I've got 85 cents in hand if I just want to put the gas in the ground. If I can extract better cash values selling the gas on the day market today I do that and then buy the April contract in futures and keep my short position on in January. That's the physical and financial guy sitting right next to each other making that call everyday, reconciling out and capturing that exposure, on a daily basis, to our mark to market and our [VAR] calculations that close nightly at 5.

  • MICHAEL GARVEY

  • What was the [VAR] at the end of the quarter?

  • UNKNOWN SPEAKER

  • $5 million.

  • MICHAEL GARVEY

  • That's where it's been running for a while so that really hasn't had any big change, has it?

  • UNKNOWN SPEAKER

  • A question. Let me clarify it with Lamar .

  • UNKNOWN SPEAKER

  • : Go ahead Lamar, go ahead.

  • LAMAR MILLER

  • [INAUDIBLE] Lamar Miller here. At the end of the quarter it was $11 million. The average for the quarter was $6 million.

  • MICHAEL GARVEY

  • $11 million at the end.

  • LAMAR MILLER

  • Yeah. Right now I think the report today was 2.5 to 3 million.

  • MICHAEL GARVEY

  • Okay. And then on a different subject, a little more big picture probably for you, David, the western resources 13-D and press release, where the comment that they're looking at potential alternatives I guess. I forget the exact language related to investment and you guys?

  • DAVID KYLE

  • Yes. I think they're language like -- we'll get to your question. I think the language really was more taken out of of the shareholder agreement. The shareholder agreement between the two companies control how it, in the event that they want to sell shares the steps that they must go through. And, you know, the quota in there about 15 months and such all come out of the shareholder agreement.

  • MICHAEL GARVEY

  • Any -- you know, if they were to try to move this forward, how do you stand in terms of readiness to step up and I guess and try and get that stock out and back into the market?

  • DAVID KYLE

  • Let's look at it this way. I will tell you that we're aware of the 13-D filing. We've received no official notice from them pursuant to the shareholder agreement. The shareholder agreement says that -- and I'll sort of shorthand this. What it says in essence, is in the event they want to sell more than 5% of their shares or 5% of the outstanding, they've got to send us a notice, and we have a 90-day period to determine whether or not we want to exercise our right to purchase those shares. In the event that we choose not to purchase those shares, they are free to sell those shares into the market. So that's sort of how it works. The purchase price, in the event we choose to purchase is a trailing look at 98.5 per percent of the market, market close for a trailing 20-day period on receipt of the notice. That's how the shareholder agreement works. To answer your question, we are prepared to respond in a timely fashion upon receipt of a notice. Again, we received no notice. We have no knowledge that they intend to send a notice.

  • MICHAEL GARVEY

  • Until they send an official notice, then it's just kind of --

  • DAVID KYLE

  • Pardon me?

  • MICHAEL GARVEY

  • Until they actually would send you an official notice, then, it is just kind of talk to appease the Kansas Commission or what have you?

  • DAVID KYLE

  • I would be better served to let you draw your own conclusions. You know, we really don't know what their intentions are. We've had numerous conversations with the leadership at Western more focused candidly on resolving this D-95 issue. I will say that we are still hopeful we can find some resolution to the D-95.

  • MICHAEL GARVEY

  • Thank you very much.

  • DAVID KYLE

  • Thank you.

  • CONFERENCE FACILITATOR

  • Again, would I like to remind everyone, in order to ask a question, please press star and then the 1 on your telephone keypad. Please hold for your next question. Your next question comes from Richard Hayden with Omega Advisors.

  • RICHARD HAYDEN

  • Good morning. A lot of my questions were answered by the previous question. Relative to the guidance would the $1.32 or $1.33 what ever it was be closer to $1.60 without the AD-95? That's the first question. The second question is what sort of time line are are you looking at in terms of resolving the variable dividend on the preferred to do away the AD-95?

  • UNKNOWN SPEAKER

  • Let -- the first part of that let me let Jim tell you what the effect of doing away with D-95 might be on our guidance. Part of that deals with a timing of the change. Before I turn that to him, let me say that we have determined that any change that we might agree to is between Western and ONEOK would require shareholder approval. So there is some time. You know, if we had an agreement today, there is still some time delay before that could actually be put in place.

  • RICHARD HAYDEN

  • Ok.

  • JAMES KNEALE

  • Richard, this is Jim. How are you?

  • RICHARD HAYDEN

  • I'm fine. How are you?

  • JAMES KNEALE

  • Good. I haven't run that calculation so I'll give you an estimate and I know it's close. $1.33 would be approximately $1.57, $1.58, something in that ball park without the D-95 [INAUDIBLE].

  • RICHARD HAYDEN

  • Okay, I'm sure you would rather use that number for the types of calls rather than the one you're using.

  • JAMES KNEALE

  • Yes.

  • RICHARD HAYDEN

  • Thank you.

  • JAMES KNEALE

  • Thank you.

  • CONFERENCE FACILITATOR

  • Mr. Watson, do you have any closing remarks?

  • WELDON WATSON

  • Yes. This concludes ONEOK's first quarter 2002 conference call. David Kyle, Jim Kneale and myself will be at the AGA financial forum beginning this weekend. Hopefully, we will see some of you at that time. As a reminder, our quiet period for the second quarter will start when we close our books, which will be sometime in early July. We will extend until the release of our second quarter earnings. The tentative date for that earning release and conference call are set for August 1 and 2nd respectively. Confirmation of those dates will be made later. This is Weldon Watson. I will be available for follow-up questions concerning today's call at 918-588-7158. On behalf of ONEOK, thank you for joining us and good morning.

  • CONFERENCE FACILITATOR

  • Thank you for participating in today's ONEOK first quarter earnings conference call. This call will be available for replay beginning at 1P.M. Eastern Standard Time today through 11P.M. Eastern Standard Time on May the 6th, 2002. The conference ID number for the replay is -- 3636745. Again, the conference ID number for the replay is -- 3636745. The number to dial for the replay is -- 1-800-642-1687. Or -- 706-645-9291. Thank you.