SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WAI, INC.
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(Name to be changed to ONEOK, Inc.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OKLAHOMA 783-1520922
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
100 WEST FIFTH STREET 74103-0871
TULSA, OKLAHOMA ---------------------------
- ---------------------- (Zip Code)
(Address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered class is to be registered
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COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE
$0.01 PER SHARE
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This Registration Statement on Form 8-A registers the
Common Stock, par value $.01 per share (the "Common Stock"), of WAI,
Inc., an Oklahoma corporation (the "Company") under the Securities
Exchange Act of 1934, as amended. Pursuant to the Agreement, dated as
of December 12, 1996, as amended and restated as of May 19, 1997 (the
"Agreement"), among ONEOK Inc., a Delaware corporation ("ONEOK"),
Western Resources, Inc., a Kansas corporation ("WRI") and the Company:
(A) immediately prior to the effective time of the Merger (as defined
below) (the "Merger Effective Time"), WRI will contribute, or will
cause to be contributed, certain assets and all of the outstanding
capital stock of WRI's direct and indirect wholly-owned subsidiaries,
Westar Gas Marketing, Inc. and Mid Continent Market Center, Inc. to
the Company, where upon the Company will assume certain liabilities
and debt of WRI and (B) ONEOK will merge (the "Merger") with and into
the Company, with the Company as the surviving corporation and
whereupon the Company's name will be changed to "ONEOK, Inc." Upon
consummation of the Merger, the shares of common stock, no par value,
of ONEOK (the "ONEOK Common Stock") outstanding as of the Merger
effective Time will be converted on a one-for-one basis into shares of
the Common Stock. In connection with the transactions described above,
WRI will hold 2,996,702 shares of Common Stock and 19,317,584 shares
of Series A Convertible Preferred Stock, par value $0.01 per share
(the "Series A Convertible Preferred Stock") of the Company. The
Series A Convertible Preferred Stock is convertible under certain
circumstances into the Common Stock at the rate of one share of Common
Stock for each share of Series A Convertible Preferred Stock, subject
to adjustment.
For a description of the Common Stock that would be issued
upon conversion of the ONEOK Common Stock in the Merger or upon the
conversion of the Series A Convertible Preferred Stock, reference is
made to the information under the captions "Description of Capital
Stock," "Description of the Preferred Stock" and "Comparative Rights
of Holders of ONEOK and New ONEOK Capital Stock" contained in the
Proxy Statement/Prospectus of the Company filed with the Securities
and Exchange Commission on August 6, 1997 as part of the Company's
Registration Statement on Form S-4 (Registration No. 333-27467) (the
"Form S-4") and incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
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1 Specimen Common Stock Certificate of the Company.
2 Certificate of Incorporation of the Company (filed
as Appendix E to the Form S-4), as effective May 16,
1997.
3 Bylaws of the Company (filed as Exhibit 3.2 to the Form
S-4), as effective May 19, 1997.
4. Form of Shareholder Agreement between Western Resources,
Inc. and WAI, Inc. (filed as Appendix B to the Form S-4).
5. Form of Registration Rights Agreement between WAI,
Inc. and Western Resources, Inc. (filed as Exhibit 3.4
to the Form S-4).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
WAI, INC.
By: /s/ John K. Rosenberg
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Date: November 21, 1997
EXHIBIT INDEX
Exhibit No. Description
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1 Specimen Common Stock Certificate of the Company.
2 Certificate of Incorporation of the Company (filed
as Appendix E to the Form S-4), as effective May 16,
1997.
3 Bylaws of the Company (filed as Exhibit 3.2 to the Form
S-4), as effective May 19, 1997.
4. Form of Shareholder Agreement between Western Resources,
Inc. and WAI, Inc. (filed as Appendix B to the Form S-4).
5. Form of Registration Rights Agreement between WAI,
Inc. and Western Resources, Inc. (filed as Exhibit 3.4
to the Form S-4).
COMMON STOCK PAR VALUE $.01
NUMBER INCORPORATED UNDER THE LAWS OF SHARES
THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE
IN NEW YORK, NEW YORK OR IN
OKLAHOMA CITY, OKLAHOMA
SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP 682680 10 3
ONEOK, INC.
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
ONEOK, INC. (hereinafter and on the reverse of this
certificate termed the Corporation), transferable on
the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate is
not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile signatures of the duly
authorized officers of the Corporation.
ONEOK, INC.
Dated
COUNTERSIGNED AND REGISTERED:
LIBERTY BANK
and Trust Company of Oklahoma
City, N.A.
(Oklahoma City, Oklahoma)
TRANSFER AGENT AND REGISTRAR
CHAIRMAN OF THE BOARD
BY
SECRETARY
AUTHORIZED SIGNATURE
