ONEOK INC /NEW/
S-3, 1998-06-22
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1998.
 
                                                       REGISTRATION NO.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                                  ONEOK, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                   OKLAHOMA                                      73-1520922
       (State or other jurisdiction of                         (IRS Employer
        Incorporation or organization)                      Identification No.)
</TABLE>
 
                             100 WEST FIFTH STREET
                             TULSA, OKLAHOMA 74103
                                  918-588-7000
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)
 
<TABLE>
<S>                                            <C>
              DEBORAH B. BARNES                               DONALD A. KIHLE
   SECRETARY AND ASSOCIATE GENERAL COUNSEL                    GABLE & GOTWALS
                 ONEOK, INC.                               100 WEST FIFTH STREET
            100 WEST FIFTH STREET                                SUITE 1000
            TULSA, OKLAHOMA 74103                          TULSA, OKLAHOMA 74103
                (918) 588-7000                                 (918) 585-8141
    (Name, addresses, including zip codes,         (Name, addresses, including zip codes,
 and telephone numbers of agents for service)   and telephone numbers of agents for service)
</TABLE>
 
                             ---------------------
     APPROPRIATE DATE OF COMMENCEMENT OF PROPOSED SALE PURSUANT TO THE
PLAN: From time to time after the effective date of this registration statement.
 
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans check the following box.  [X]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective statement for the same offering.  [ ]
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.  [ ]
 
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
====================================================================================================================
                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO BE             OFFERING              AGGREGATE              AMOUNT OF
    TO BE REGISTERED           REGISTERED         PRICE PER UNIT(1)      OFFERING PRICE(2)       REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                    <C>                    <C>
Common stock with $0.01
  par value.............       3,000,000               $36.719              $110,156,250             $32,496
====================================================================================================================
</TABLE>
 
(1) Based on price of $36.719 per share of the Common Stock, the average of the
    high and low sales price of the Common Stock published in the Wall Street
    Journal report of the New York Stock Exchange for June 15, 1998.
 
(2) Estimated solely for the purposes of calculating the registration fee
    pursuant to Rule 457(c).
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>   2
 
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation, or sale would be lawful prior to
registration or qualification under the securities laws of any such state.
 
                             SUBJECT TO COMPLETION
 
                  PRELIMINARY PROSPECTUS DATED
 
                                3,000,000 SHARES
 
                                  ONEOK, INC.
                                  COMMON STOCK
 
                             DIRECT STOCK PURCHASE
                         AND DIVIDEND REINVESTMENT PLAN
 
    ONEOK, Inc. (The "Company" or "ONEOK") is amending and restating in its
entirety the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan has been renamed the ONEOK, Inc. Direct Stock Purchase and
Dividend Reinvestment Plan. The Plan provides investors with a convenient and
economical way to purchase shares of Company Common Stock, par value $.01 per
share ("ONEOK Common Stock"), and to reinvest cash dividends.
 
    Shareholders of record who are current Plan Participants ("Participants")
will remain enrolled in the Plan unless such shareholder instructs the Plan
Administrator in writing to close the account or to alter the conditions of
participation. Investors who are not already shareholders may become
Participants in the Plan by calling 1-800-955-4798 or by completing and
returning an authorization form to the Agent. Investors who are not already
shareholders must make an initial cash investment of at least $250, or authorize
a minimum of ten (10) automatic monthly withdrawals from an existing bank
account of at least $25 each.
 
    Participants in the Plan may:
 
        Invest by making additional voluntary cash payments at any time for at
    least $25 up to a total of $100,000 per calendar year. Voluntary cash
    payments will be invested by the Agent as often as practicable, but at least
    weekly.
 
        Make automatic monthly investments by electronic funds transfer from an
    existing bank account.
 
        Receive cash dividends on all or a portion of the shares registered in
    their names and automatically reinvest cash dividends on the remaining
    shares.
 
        Receive cash dividends on all shares owned, including those held in the
    Plan, by electronic funds transfer to an existing bank account or by check.
 
        Establish an Individual Retirement Account ("IRA") which invests in
    ONEOK Common Stock through the Plan. Available alternatives are the
    traditional IRA, Roth IRA, and Education IRA.
 
        Deposit shares for safekeeping with First Chicago Trust Company of New
    York (the "Agent").
 
        Transfer shares or make gifts of ONEOK Common Stock.
 
    This prospectus incorporates certain amendments to the Plan, including (a)
increasing the initial cash investments required for enrollment in the Plan from
$100 to $250, (b) instituting modest investor-paid fees to defray the cost of
increased services under the Plan, (c) providing enhanced services for
participants, (d) eliminating discount on purchased shares, (e) providing
additional IRA options. See: "Description of the Plan."
 
    The Plan provides ONEOK the option to sell newly issued ONEOK Common Stock
or ONEOK Common Stock reacquired and held for future issuance, or to have its
Agent purchase ONEOK Common Stock in the open market. The purchase price of
ONEOK Common Stock, if ONEOK is selling newly issued shares or ONEOK Common
Stock reacquired and held for future issuance, will be the average of the
highest and lowest per share trading price of the ONEOK Common Stock on the New
York Stock Exchange (Consolidated Tape Transactions) on the issuance date of the
ONEOK Common Stock. ONEOK will receive the proceeds of the sale of newly issued
and reissued ONEOK Common Stock. The purchase price of the ONEOK Common Stock
purchased by ONEOK's agent in the open market, with the proceeds of each cash
dividend and/or any optional cash payments then available for investment, will
be the average of the prices paid for such ONEOK Common Stock.
 
    The Company's common stock is traded on the New York Stock Exchange under
the trading symbol "OKE". On June 15, 1998, the last reported sale price of the
common stock on the New York Stock Exchange Composite Tape was $36.3125 per
share. See "Price Range of Common Stock and Dividends."
 
    To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently record holders of
ONEOK, Inc. Common Stock will be offered and sold only through a registered
broker/dealer in such jurisdictions.
 
    This Prospectus should be retained for future reference.
 
                             ---------------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 
                The Date of this Prospectus is                .
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the following
regional offices of the Commission: Chicago Regional Office, CitiCorp Center,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511; and New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can also be obtained (at prescribed rates) from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. The Company's filings with the Commission are also
available to the public from commercial document retrieval services and at the
Website maintained by the Commission at "http://www.sec.gov." The common stock
of the Company is also listed on the New York Stock Exchange, and such reports,
proxy material, and other information concerning the Company also can be
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
 
     The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
shares of common stock offered by this prospectus. This prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, to which reference is made. Statements made in this
prospectus as to the contents of any contract, agreement, or other document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such contract, agreement, or other document filed as an exhibit
to the Registration Statement, and each such statement is qualified in its
entirety by such reference. Any interested party may inspect the Registration
Statement, and the exhibits and schedules thereto, without charge, at the public
reference facilities of the Commission and may obtain copies of all or any
portion of the Registration Statement from the Commission upon payment of the
prescribed fees.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Following documents, which have been filed by the Company (ONEOK, Inc.)
and its predecessor by merger, ONEOK Inc. with the Commission pursuant to the
Exchange Act (Commission File Nos. 001-13643 and 1-2572, respectively), are
incorporated in this prospectus by reference and shall be deemed to be a part
hereof:
 
        (a) ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year ended
August 31, 1997,
        (b) ONEOK, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
November 30, 1997,
        (c) ONEOK, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998,
        (d) ONEOK, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998,
        (e) ONEOK, Inc.'s Current Report on Form 8-K dated November 26, 1997.
        (f) ONEOK, Inc.'s Current Report on Form 8-K dated February 16, 1998,
        (g) ONEOK, Inc.'s Current Report on Form 8-K dated February 27, 1998,
        (h) ONEOK, Inc.'s Current Report on Form 8-K dated May 13, 1998,
          (i) ONEOK, Inc.'s Proxy Statement dated December 15, 1997, in
     connection with the Annual Meeting of Shareholders held on January 15,
     1998; and
 
     All other documents filed by the Company pursuant to Section 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
prospectus, in a supplement to this prospectus, or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this prospectus or
in any document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
 
     The Company will provide without charge to each person to whom a copy of
this prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above, which have been
or may be incorporated in this prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents. Written or telephone requests for such copies should be
directed to Weldon Watson, Vice President -- Communications, ONEOK, Inc., 100
West Fifth Street, Post Office Box 871, Tulsa, Oklahoma 74102-0871, telephone
number (918) 588-7000.
 
                                        2
<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in the prospectus and by the more detailed
information and the financial statements and notes appearing in the documents,
incorporated by reference herein.
 
                                  THE COMPANY
 
     ONEOK, Inc. and its subsidiaries (collectively, the "Company") engage in
several aspects of the energy business. The Company purchases, gathers,
compresses, transports, and stores natural gas for distribution to consumers. It
transports gas for others and leases pipeline capacity to others for their use
in transporting gas. The Company drills for and produces oil and gas, extracts
and sells natural gas liquids, and is engaged in the gas marketing business. In
addition, it leases and operates a headquarters office building (leasing excess
space to others) and owns and operates a related parking facility. As a
regulated natural gas utility, the Company distributes natural gas to
approximately 1.4 million customers in the states of Oklahoma and Kansas.
 
     On November 26, 1997, the Company acquired from Western Resources, Inc.
("WRI") all of the assets of WRI that were primarily used in, or primarily
related to or primarily generated by, the field operations of the local natural
gas distribution business of WRI, and all of the outstanding capital stock of
WRI's direct or indirect wholly-owned subsidiaries, Westar Gas Marketing, Inc.
and Mid Continent Market Center, Inc. (The "Assets"), and assumed (i) all of the
liabilities of WRI that arose primarily out of or related primarily to or were
primarily generated by, the Assets and (ii) approximately $161 million in
aggregate principal amount of debt of WRI, and the Company merged (the "Merger")
with and into ONEOK Inc., a Delaware corporation, with the Company as the
surviving corporation. The shares of ONEOK Inc. common stock were converted on a
one-for-one basis into shares of stock of the Company and WRI received 2,996,702
shares of the Company's Common Stock and 19,317,584 shares of the Company's
Series A Convertible Preferred Stock. Such shares and additional shares
purchased by WRI at the Closing of the transaction represented in the aggregate
9.9 percent of the common stock and 45 percent of the capital stock in the
Company.
 
     A certain shareholder agreement, (the "Shareholder Agreement") dated
November 26, 1997, between the Company and WRI, which includes standstill
provisions, prevents WRI from increasing its position in the Company above a
capital stock interest of 45 percent and maintains control of the Company in the
hands of the public shareholders of the Company.
 
     The transaction resulted in the acquisition of 660,000 new distribution
customers, 10,068 miles of pipeline, a Kansas Gas processing plant with 15
million cubic feet per day capacity, an additional 52 percent interest in a New
Mexico gas processing plant with a 200 million cubic feet per day capacity, and
a natural gas marketing company with a retail market focus to the Company.
 
     The Company was incorporated in Oklahoma on May 16, 1997. On November 26,
1997, the Company merged with ONEOK Inc., which was incorporated in Delaware on
November 10, 1933.
 
     The principal executive offices of the Company are located at 100 West
Fifth Street, Tulsa, Oklahoma, and the telephone number is (918) 588-7000.
 
                           FORWARD-LOOKING STATEMENTS
 
     Statements contained in or incorporated by reference into this Prospectus
include forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve certain risks
and uncertainties that may cause actual future results to differ materially from
those contemplated, projected, estimated, or budgeted in such forward-looking
statements. Factors that may impact forward-looking statements include, but are
not limited to, the following: (i) the effects of weather and other natural
phenomena; (ii) increased competition from other energy suppliers as well as
alternative forms of energy; (iii) the capital intensive nature of the Company's
business; (iv) economic climate and growth in the geographic areas in which the
Company does business; (v) the uncertainty of gas and oil reserve estimates;
(vi) the timing and extent of changes in commodity prices for natural gas,
electricity, and crude oil; (vii) the
                                        3
<PAGE>   5
 
nature, availability and projected profitability of potential projects and other
investments available to the Company; (vii) conditions of capital markets and
equity markets; (ix) changes in the economic and political climate and
currencies of foreign countries where the Company has invested or may invest in
the future, and (x) the effects of changes in governmental policies and
regulatory actions, including income taxes, environmental compliance, and
authorized rates. See "Incorporation of Certain Documents by Reference" in this
Prospectus.
 
                            DESCRIPTION OF THE PLAN
 
PURPOSE AND BENEFITS
 
  1. What is the purpose of the Plan?
 
     The Plan provides Participants with a convenient and economical way to
purchase shares of ONEOK, Inc. Common Stock and to reinvest all or a portion of
their cash dividends in additional shares of ONEOK, Inc. Common Stock. All
ONEOK, Inc. Common Stock purchases under the Plan may be made, at the Company's
option, from authorized but unissued ONEOK, Inc. Common Stock, from shares
reacquired and held for future issuance, in open market purchases of ONEOK, Inc.
Common Stock, or any combination of these. To the extent such shares of ONEOK,
Inc. Common Stock are purchased from the Company, the Company will receive
additional funds needed for the repayment of debt, for additional equity
investments in the Company's subsidiaries and for general corporate purposes.
 
  2. What are some of the key features of the Plan?
 
     Shareholders of record who are currently Participants in ONEOK's Plan will
remain enrolled in this Plan unless such shareholder instructs the Plan
Administrator in writing to close the account or to alter the conditions of
participation.
 
     An investor who is not a shareholder may enroll in the Plan by making an
initial cash investment of at least $250, or by authorizing a minimum of 10
automatic monthly withdrawals of at least $25 from an existing bank account.
 
     A $10 transaction fee and applicable brokerage commissions will be charged
to the Participant when selling shares from the Plan.
 
     A Participant may reinvest all or a portion of the cash dividends received
on ONEOK, Inc. Common Stock on a quarterly Dividend Payment Reinvestment Date.
The Dividend Payment Reinvestment Date shall mean each quarterly date on which
dividends are paid on ONEOK, Inc. Common Stock as authorized by ONEOK's Board of
Directors.
 
     Automatic reinvestment of cash dividends is handled entirely by ONEOK's
agent.
 
     A Participant may receive cash dividends by electronic funds deposit to an
existing bank account or by check on shares of ONEOK, Inc. Common Stock,
including those held in the Plan.
 
     A Participant may purchase additional shares of ONEOK Common Stock as often
as weekly on a Voluntary Cash Investment Date by making voluntary cash payments
of not less than $25 for a single investment up to a maximum of $100,000 per
calendar year. Voluntary investments may be made by check, electronic funds
transfer, money order, or automated deduction from a predesignated checking,
savings or money market account. A Voluntary Cash Investment Date shall mean
every Friday, unless such Friday is a holiday, in which case the Voluntary Cash
Investment Date will be the next business day; but in any event, such
investments will be invested not later than five business days after they are
received by the Agent.
 
     Participants may establish IRAs which invest in ONEOK, Inc. Common Stock
through the Plan. IRA options are the traditional IRA, Roth IRA and Education
IRA.
 
     Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to the
Participant's account.
 
                                        4
<PAGE>   6
 
     The Plan offers a share "safekeeping" service whereby a Participant may
deposit ONEOK, Inc. Common Stock certificates with the Agent and have their
ownership of such ONEOK, Inc. Common Stock maintained on the Agent's records as
part of the Participant's Plan account.
 
     A Participant may make transfers or gifts of ONEOK, Inc. Common Stock at
any time and at no charge to the Participant. When a Participant transfers or
gives shares to another person, an account will be opened for the recipient and
the recipient will become a Plan Participant.
 
     Transaction advices are mailed after all voluntary cash payments or sales.
Statements are mailed to Participants quarterly when Participants reinvest their
cash dividends. Annual statements, in which the Participant's Form 1099-DIV is
included, are mailed to all Plan Participants.
 
     Participation in the Plan is strictly voluntary; eligible Participants may
join or terminate their participation in the Plan at any time.
 
  3. Why is the Plan being amended and what provisions of the Plan have changed
as a result of the amendments described herein?
 
     The amendments to the Plan are intended primarily to make the Plan more
attractive to investors and to make the Plan more cost-effective to both
Participants and the Corporation. These changes include:
 
     - Increasing the initial cash investment required for enrollment in the
       Plan by non-participants from $100 to $250;
 
     - Eliminating the 3% discount offered for purchase of shares through
       reinvestment of dividends;
 
     - Changing the frequency of sales from twice a month to daily or telephonic
       written instructions;
 
     - Changing the frequency of purchases from twice a month to once every five
       days;
 
     - Offering Roth IRAs and Education IRAs in addition to the traditional IRA;
       and
 
     - Allowing re-enrollment in the Plan as often as desired as opposed to
       waiting for 12 months to pass.
 
ADMINISTRATION
 
  4. Who administers the Plan?
 
     ONEOK, Inc. has designated and appointed First Chicago Trust Company of New
York as Agent and Plan Administrator. The Agent administers the Plan for
Participants, keeps records, sends statements of account to Participants and
performs other duties relating to the Plan.
 
     By enrolling in the Plan, Participant appoints the Agent to act as the
Participant's agent to receive dividends and optional cash payments and to apply
such amounts to the purchase of ONEOK, Inc. Common Stock from ONEOK, or in the
open market, in accordance with provisions of the Plan.
 
     The Agent will receive all funds on behalf of a Participant for the
purchase of ONEOK, Inc. Common Stock. These funds represent cash dividends (both
on ONEOK, Inc. Common Stock held in the name of the Participant and designated
for reinvestment and on any full or fractional ONEOK, Inc. Common Stock Shares
held under the Plan for which authorization has been received) and optional cash
payments received by the Agent from a Participant. Unless otherwise authorized
or directed by the officers of ONEOK, the Agent may make purchases from ONEOK,
on any securities exchange where ONEOK, Inc. Common Stock is traded, in the
over-the-counter market, or in negotiated transactions. ONEOK, Inc. Common Stock
held for the accounts of Participants is registered in the name of the Agent's
nominee.
 
     All inquiries, notices, requests and other communication by Participants
concerning the Plan (except as specifically indicated below) should be sent to
the Agent at:
 
                  First Chicago Trust Company of New York
                  P.O. Box 2598
                  Attn: Shareholder Relations
                  Jersey City, NJ 07303-2598
                  Telephone: 1-800-653-8083
 
                                        5
<PAGE>   7
 
     ONEOK reserves the right to assume the administration of the Plan at any
time and without prior notice to Participants. In the event the Agent should
resign or otherwise cease to act as Plan Administrator, ONEOK will make such
other arrangements as it deems appropriate for the administration of the Plan
and the custody of the ONEOK, Inc. Common Stock purchased under the Plan.
 
PARTICIPATION
 
  5. Who is eligible to participate in the Plan?
 
     Any person or entity, whether or not a ONEOK, Inc. Common Stock shareholder
of record, is eligible to participate in the Plan, provided that (I) the person
or entity fulfills the prerequisites for participation described below under
"Enrollment Procedures" and (ii) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate laws applicable to the Company, the Plan or the
Participant.
 
     Beneficial owners of ONEOK, Inc. Common Stock are owners whose shares are
registered in names other than their own (for instance, in the name of a broker
or bank nominee). In order to participate in the Plan, such beneficial owners
must become shareholders of record by having shares transferred into their own
names. Beneficial owners may direct their broker/dealers to register all or any
number of whole shares through the Direct Registration System by conducting a
withdrawal by Transfer DRS Statement transaction for the number of shares to be
transferred. Please contact the Agent at 1-800-653-8083 for more specific
information.
 
ENROLLMENT PROCEDURES
 
  6. How may a person join the Plan?
 
     Shareholders of Record:
 
          Shareholders of record who are currently Participants in ONEOK's Plan
     will remain enrolled pursuant to the terms of this Prospectus unless such
     shareholder instructs the Plan Administrator in writing to close the
     account or to alter the conditions of participation. A shareholder of
     record may become a Participant in the Plan by sending a completed
     Enrollment Authorization Form to the Administrator. There is no minimum
     investment required for current shareholders of record.
 
     New Investors:
 
          After receiving a copy of this Prospectus, an investor may apply for
     enrollment in the Plan by completing all required sections of an Initial
     Investment Form and sending it to the Agent. An Initial Investment Form is
     available by calling the Agent at 1-800-955-4798. The Initial Investment
     Form must be accompanied by either an Authorization Form for Automatic
     Deductions of at least $25 per month from an existing back account for a
     minimum of 10 months, or an initial cash payment in the form of a check or
     money order made payable (in U.S. dollars) to First Chicago-ONEOK. The
     minimum amount for an initial cash investment is $250 and the amount
     invested cannot exceed $100,000 in a calendar year. Cash or third-party
     checks will not be accepted. No interest will be paid on investment amounts
     held by the Agent pending the purchase of shares.
 
          If the Plan account will be in more than one name, all potential
     Participants must sign the Initial Investment Form. The Agent reserves the
     right to limit or combine Plan accounts with identical taxpayer
     identification numbers and legal registrations.
 
     All Participants -- Enrollment Authorization Form:
 
          Three options are shown on the enclosed Enrollment Authorization Form.
     The Participant must place an "X" in the appropriate box to indicate the
     investment option. The options are (1) full reinvestment of dividends,
     unless the shareholder elects to receive a dividend check, (2) partial
     reinvestment of dividends (whereby the number of shares to receive cash
     dividends is indicated, and the dividends on all remaining shares are
     reinvested), (3) voluntary cash payments only (no reinvested dividends),
     and (4) no investment of dividends (the Participant receives a check for
     all dividends paid). Under each of these options, the Participant may make
     voluntary cash payments at any time. The
                                        6
<PAGE>   8
 
     Participant may change reinvestment levels at any time by submitting a
     revised Enrollment Authorization Form to the Agent.
 
  7. When may a person join the Plan?
 
     A person may join the Plan at any time by submitting an Enrollment
Authorization Form in the manner described under Question 5.
 
REINVESTMENT OF DIVIDENDS
 
  8. What are the options available regarding reinvestment of dividends?
 
     Participants may elect full reinvestment, partial reinvestment and partial
cash payment of dividends, or no reinvestment of dividends by completing the
Enrollment Authorization Form as described in Question 6. If the Participant
chooses partial reinvestment, the Participant must designate on the Enrollment
Authorization Form the number of whole shares on which cash dividends are to be
paid in cash. The cash dividends paid on all of the Participant's remaining
shares in the Plan will be reinvested in additional shares of ONEOK, Inc. Common
Stock.
 
     If a Participant elects full reinvestment, cash dividends paid on all
ONEOK, Inc. Common Stock registered in the Participant's name and/or held in the
Participant's Plan account will be reinvested in additional shares of ONEOK,
Inc. Common Stock on the dividend payment date (Dividend Payment Reinvestment
Date). Any cash dividends not reinvested will be sent to the Participant by
check in the usual manner or electronic funds transfer to a predesignated bank
account, if the Participant has elected the direct deposit option (see "Direct
Deposit of Dividends Not Reinvested" below).
 
     Direct Deposit of Dividends Not Reinvested. Through the Plan's direct
deposit feature, a Participant may elect to have any cash dividends not
reinvested in additional shares of ONEOK, Inc. Common Stock paid by electronic
funds transfer to predesignated bank account. To receive such dividends by
direct deposit, Participants must first complete and sign a Direct Deposit
Authorization Form and return the form to the Agent. This form is not part of
the Enrollment Authorization Form and must be specifically requested from the
Agent at 1-800-653-8083.
 
     Direct Deposit Forms will be processed to become effective as promptly as
possible a Participant may change the designated account for direct deposit or
discontinue this feature by written instruction to the Agent. If the Participant
transfers shares or otherwise establishes a new account, a new Direct Deposit
Authorization Form must be completed. If the Participant closes or changes a
bank account number, a new Direct Deposit Authorization Form must be completed.
 
  9. How does a Participant change investment options under the Plan?
 
     A Participant may change his or her investment option at any time by
signing a new Authorization Form or by calling the Agent at 1-800-653-8083. The
Agent must receive any notification before the next dividend record date.
Authorization Forms may be obtained by contacting the Agent by telephone or at
the address listed in the answer to Question 3.
 
INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
 
  10. How does a Participant pay for shares under the Plan?
 
     A Participant may make investments by personal check, money order, or
automatic electronic funds transfer from a predesignated bank account. Voluntary
cash payments require a minimum of $25 and may not exceed $100,000 per calendar
year. There is no obligation to make a voluntary cash payment at any time, and
the amounts of such payments may vary.
 
                                        7
<PAGE>   9
 
INVESTMENT DATES FOR INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
 
  11. When does the Agent purchase shares for initial investments and voluntary
cash payments?
 
     Initial investments and voluntary cash payments received by the Agent will
be invested once a week on the Voluntary Cash Investment Date. In order to be
entitled to the next dividend to be paid, initial investments and voluntary cash
payments must be invested by the Voluntary Cash Investment Date which
immediately precedes the ex-dividend date for such dividend. The ex-dividend
date is currently three business days prior to, and including, the record date.
The record dates historically have been on or about January 31, April 30, July
31, and October 31.
 
     No interest will be paid on amounts held by the Agent pending investment.
 
     Upon a Participant's written or telephone request received by the Agent no
later than two business days prior to the Voluntary Cash Investment Date, a cash
payment not already invested under the Plan will be canceled or returned to the
Participant, as appropriate. However, no refund of a check or money order will
be made until the funds have been actually received and collected by the Agent.
Accordingly, such refunds may be delayed.
 
PAYMENT METHODS
 
  12. What are the payment methods available for purchasing shares under the
Plan?
 
     Check or Money Order. No cash or third-party checks will be accepted.
Voluntary cash payments may be made by check or money order payable in U.S.
dollars to "First Chicago-ONEOK." Voluntary cash payments must be sent to the
Agent together with the Transaction Form, which is part of the quarterly account
statement, or the transaction confirmation sent to Participants, or with a
letter indicating the account number and Company Code (3324). Participants
should also indicate their Plan account numbers on their checks or money orders.
Additional Transaction Forms are available upon request from the Agent at
1-800-653-8083.
 
     For initial cash investments, see "Enrollment Procedures -- New Investors"
under Question 5.
 
     Automatic Deduction from an Account. A Participant may make automatic
investments of a specified amount (up to $100,000 per calendar year) through an
electronic funds transfer withdrawal from a predesignated account at a U.S. bank
or financial institution. To initiate automatic deductions, the Participant must
complete and sign an Authorization Form for Automatic Deductions and return it
to the Agent together with a voided blank check or savings account deposit slip
for the account from which funds are to be withdrawn electronically. Forms will
be processed and will become effective as promptly as practicable; however, four
to six weeks should be allowed for the first investment to be initiated. Once
automatic deductions are initiated, funds will be withdrawn electronically from
the Participant's account on either the 1st or 15th of each month, or both (as
chosen by the Participant), or the next business day if either the 1st or the
15th is not a business day, and will normally be invested on the next Voluntary
Cash Investment Date.
 
  13. Can a Participant change payment methods under the Plan?
 
     A Participant may change or terminate automatic deductions by completing
and submitting to the Agent a new Authorization Form for Automatic Deductions or
by calling the Agent at 1-800-653-8083. When a Participant transfers shares or
otherwise establishes a new account, an Authorization Form must be completed for
that account. If the Participant closes or changes a bank account number, a new
Authorization Form must be completed. To be effective with respect to a
particular Voluntary Cash Investment Date, however, the new Authorization Form
for Automatic Deductions must be received by the Agent at least six business
days preceding the date the funds will be withdrawn.
 
                                        8
<PAGE>   10
 
PURCHASE PRICE
 
  14. How is the purchase price of ONEOK, Inc. Common Stock calculated?
 
     The purchase price of shares of ONEOK, Inc. Common Stock purchased by the
Agent directly from the Company will be the average of the highest and lowest
per share trading price of ONEOK, Inc. Common Stock (as published in The Wall
Street Journal report of New York Stock Exchange -- Composite Transactions) on
the Investment Date, i.e., Voluntary Cash Investment Date or Dividend Payment
Reinvestment Date.
 
     The purchase price of ONEOK Common Stock purchased by the Agent on the open
market will be the average price, excluding brokers' commissions, paid by the
Agent for all such shares purchased on the open market with respect to the
Investment Date.
 
     If shares are purchased for the Plan on the open market, the Agent may, at
its sole discretion, begin purchasing shares no earlier than three business days
prior to any Investment Date and complete purchasing shares no later than 30
days after such date except where beginning at an earlier date is permissible,
or where completion at a later date is necessary or advisable, under applicable
federal regulatory and securities laws. The Agent will use its best efforts to
cause all funds received by it to be applied to the purchase of shares within
the above discussed time period. If such shares are purchased directly from the
Company, such purchase shall take place on the Investment Date.
 
     The amount of the investment divided by the price per share will determine
the number of shares credited to the Participant's account. All fractional
shares are rounded to three decimal places.
 
COST TO PARTICIPANTS
 
  15. What costs do Participants pay?
 
     Participants pay the following service fees for participation in the Plan:
 
<TABLE>
<CAPTION>
                        SERVICE FEE                               AMOUNT
                        -----------                               ------
<S>                                                           <C>
Initial investment............................................No fee charged
Optional cash purchases.......................................No fee charged
Electronic funds transfer for monthly
  investment from bank account................................No fee charged
Reinvestment of dividends.....................................No fee charged
Sales of shares...$10 service fee plus a $.10 per share brokerage commission
</TABLE>
 
     Brokerage commissions for shares purchased on the open market will be paid
by the Company. These commissions will be considered as additional income to
Participants for tax purposes and will be reported on year-end tax statements.
There are no brokerage fees for shares purchased directly from the Company.
 
     A Participant will pay a $10 service fee and a brokerage commission of
approximately $.10 a share, on shares that are sold through the Plan at the
Participant's request.
 
INDIVIDUAL RETIREMENT ACCOUNT (IRA)
 
  16. Can a Participant establish an IRA through the Plan?
 
     Yes. The Taxpayer Relief Act of 1997 has expanded the options available for
retirement savings, and a Participant may establish an IRA which invests in
ONEOK, Inc. Common Stock through the Plan by either (i) returning a completed
IRA Enrollment Form and making an initial investment to the IRA of at least $250
or (ii) transferring funds having a fair market value of $250 on the enrollment
date, from an existing IRA account, and by completing an IRA Enrollment Form and
an IRA Transfer Form. These forms and a disclosure statement are available from
the Agent. Please refer to the IRA Enrollment Form for details regarding any
annual fee that will be charged to the Participant by the Agent.
 
                                        9
<PAGE>   11
 
  17. What are the IRA options available?
 
     There are three IRA options available:
 
          Traditional IRA -- Traditional IRA contributions are allowed for
     individuals under age 70 1/2 who have taxable compensation. Tax-deductible
     contributions are subject to new adjusted gross income (AGI) phase-out
     levels, while nondeductible contributions are allowed regardless of income
     level. A maximum individual contribution is $2,000 annually, with
     tax-deferred growth of investment. Beginning in 1998, penalty-free
     withdrawals can be made to help pay for first-home purchases or higher
     education expenses.
 
          Roth IRA -- Effective for the 1998 tax year contributions are allowed
     for individuals of any age with an annual gross income below $160,000 (for
     those filing joint returns) or $110,000 (for those filing single returns),
     but allowed contributions begin to phase out at an AGI of $150,000 (for
     those filing joint returns) and $95,000 (for those filing single returns).
     A maximum individual contribution is $2,000 annually. Investments and
     earnings grow tax-free. Contributions are not tax deductible but if the
     investment stays in the Roth IRA for five years or more, qualified
     withdrawals are distributed tax-free (and free of penalty in most cases).
     There are no requirements to begin distributions at age 70 1/2. Penalty-
     free withdrawals can be made to help pay for first-home purchases. (Maximum
     annual contribution between traditional and Roth IRA is $2,000.)
 
          Education IRA -- Effective for the 1998 tax year any individual of any
     age may contribute, subject to the same income ranges as the Roth IRA, to
     an Education IRA for a child. Contributions of up to $500 annually can be
     made for secondary education expenses for a child beneficiary under age 18.
     Contributions are not tax-deductible, but investments grow tax-free and are
     not taxed when withdrawn for higher education expenses, including tuition,
     room and board, books, and supplies. Withdrawals must be made by age 30 or
     the investment will be taxed to the child and will be subject to a 10%
     penalty. Unused account balances may be transferred to another family
     member's Education IRA.
 
ACCOUNT MANAGEMENT
 
  18. What options are available to Plan Participants regarding transfers, sales
and certificate issuance?
 
     Once a Plan account is established, a Participant has several other options
available to manage the account, including transfers, sales and certificate
issuance. These options are detailed below.
 
GIFT/TRANSFER OF SHARES
 
     If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the Participant may effect such
transfer by mailing a properly completed Gift/Transfer Form or an executed stock
power to the Agent. Transfers of less than all of the Participant's shares must
be made in whole share amounts. Requests for transfer are subject to the same
requirements as the transfer of ONEOK, Inc. Common Stock certificates, including
the requirement of a Medallion Guarantee, a signature guarantee normally
provided by the Participant's bank, on the stock power or Gift/Transfer Form.
Gift/Transfer Forms and Stock Power Forms are available upon request from the
Agent. Transfer Forms are also attached to Plan statements and transaction
advices.
 
     Shares so transferred will continue to be held by the Agent under the Plan.
An account will be opened in the name of the recipient, if he or she is not
already a Participant, and such recipient will automatically be enrolled in the
Plan. If the recipient is not already a registered shareholder or a Participant,
the account will be enrolled under the full reinvestment option unless the donor
specifies differently. The recipient will then become a Plan Participant and may
change the reinvestment election after the gift has been made as described under
"Reinvestment of Dividends" above.
 
                                       10
<PAGE>   12
 
     If a transfer involving all shares in a Participant's account is received
after a record date but before the related dividend payment date, the transfer
will be processed when received, and a cash dividend will be paid to the
Participant. The Participant may return the dividend check as a voluntary cash
payment.
 
     The recipient of the shares will receive a statement showing the deposit of
shares. Upon the Participant's request, the Agent will also send, free of
charge, an acknowledgment of the gift.
 
DIRECT REGISTRATION SYSTEM/BROKER-DEALER ACCOUNTS
 
     Shares can be transferred from a brokerage account. Shareholders who own
ONEOK shares that are held by a bank, broker, trustee in street or nominee name
("broker") may participate in the Plan with some or all of their ONEOK shares by
instructing their brokers to have some or all of the shares transferred into the
shareholder's name in Direct Registration book-entry form. The bank, broker or
trustee should be instructed to reregister those shares through the Direct
Registration System, specifying book-entry registration.
 
     Shares can be transferred to an account at a brokerage. To electronically
transfer all or part of the book-entry shares to an account at a brokerage, a
shareholder may establish a brokerage account number on his/her Plan account. To
establish a brokerage account number, the shareholder must complete the
"authorization to provide broker/dealer information" form, available upon
request from First Chicago Trust (1-800-653-8083) or a broker. Once a brokerage
account number is established, the Shareholder can then instruct First Chicago
Trust to deliver the number of full shares specified. First Chicago Trust will
electronically deliver the ONEOK Common Stock shares specified within 48 hours
of receiving and accepting the instructions. The signature(s) on the
Authorization should be Medallion -- Guaranteed by the broker/dealer.
 
CERTIFICATE ISSUANCE
 
     No certificates will be issued to a Participant for shares purchased
through the Plan unless he or she so instructs the Agent in writing or by phone.
This provides protection against loss, theft or inadvertent destruction of stock
certificates. At any time, a Participant may request the Agent to send the
Participant's certificates for any full shares credited to the Participant's
Plan account. Certificates for fractional shares will not be issued.
 
SALE OF SHARES
 
  19. How does a Participant sell shares?
 
     A Participant may request the Agent to sell any number of whole shares held
in his or her Plan account by completing the information on the bottom portion
of the Plan statement or by giving detailed written instructions to the Agent.
Alternatively, the Participant may call 1-800-653-8083. This is an automated
phone response system established by the Agent. The Agent will initiate the sale
as soon as practicable after receiving the notification. Sales will be made for
the Participant's account on the open market through a securities broker
designated by the Agent. The Participant will receive the proceeds, less an
applicable $10 service fee and a brokerage commission of approximately $.10 per
share. Proceeds of shares sold through the Plan will be paid to the Participant
by check.
 
     If instructions for the sale of all shares are received on or after an
ex-dividend date, as set by the New York Stock Exchange, but before the related
dividend payment date, the sale will be processed as described above and a
separate check for the dividend will be mailed following the dividend payment
date. A request to sell all shares held in a Participant's account will be
treated as a withdrawal from the Plan. See "Closing a Plan Account" below.
 
CERTIFICATES FOR SHARES
 
  20. Are Certificates issued for the shares purchased under the Plan?
 
     Shares purchased and held under the Plan will be held in safekeeping by the
Agent in the Participant's name or the name of the Agent's nominee. The number
of shares (including fractional shares) upon which
                                       11
<PAGE>   13
 
dividends are reinvested and held for each Participant will be shown on each
quarterly statement of account. A Participant may obtain a new certificate for
all or some of the whole shares of ONEOK, Inc. Common Stock held in the
Participant's Plan account by completing the information on the bottom portion
of the Plan statement, or upon telephone instructions (1-800-653-8083) or
written request to the Agent. Any remaining whole or fractional shares will
continue to be held by the Agent. Certification of a designated number of shares
in no way affects dividend reinvestment on those shares (see "Reinvestment of
Dividends" above). When issued, certificates will be registered in the name in
which the Plan account is maintained. Certificates for fractional shares will
not be issued.
 
     Except as described in "Gift/Transfer of Shares" above, shares of ONEOK,
Inc. Common Stock held by the Agent for a Participant's Plan account may not be
pledged or assigned.
 
SHARE SAFEKEEPING
 
  21. Can a Participant deposit shares with the Agent for safekeeping?
 
     At the time of enrollment in the Plan, or at any later time, a Participant
may use the Plan share safekeeping service to deposit ONEOK, Inc. Common Stock
certificates with the Agent. Shares deposited will be transferred into the name
of the Agent or its nominee and credited to the Participant's account under the
Plan. Thereafter, such shares will be treated in the same manner as shares
purchased through the Plan. If a certificate issuance is later requested, a new,
differently numbered certificate will be issued.
 
     By using the Plan's share safekeeping service, Participants no longer bear
the risk associated with loss, theft or destruction of ONEOK, Inc. Common Stock
certificates. Also, because shares deposited with the Agent are treated in the
same manner as shares purchased through the Plan, they may be transferred or
sold through the Plan in a convenient and efficient manner (see "Closing a Plan
Account" below and "Sale of Shares" and "Gift/Transfer of Shares" above). There
is no charge for this custodial service.
 
     Participants who wish to deposit their ONEOK, Inc. Common Stock
certificates with the Agent must mail their requests and their certificates to
the Agent. The certificates should not be endorsed. To insure against loss
resulting from mailing certificates, the Agent will provide mailing insurance
free of charge. To be eligible for certificate mailing insurance, an individual
investor must observe the following four guidelines: (1) certificates must be
mailed in pre-addressed return envelopes supplied by the Agent; (2) certificates
mailed to the Agent will be insured for up to $25,000 current market value
provided they are mailed First Class; (3) participants should contact the Agent
for information about sending certificates having a current market value in
excess of $25,000; and (4) individual shareholders must notify the Agent of any
lost certificate claim within thirty (30) calendar days of the date the
certificates were mailed. To submit a claim, an individual shareholder must be a
Participant in the Plan or current holder of record of shares of ONEOK, Inc.
Common Stock. In the latter case, the claimant must enroll in the Plan at the
time the insurance claim is processed. Coverage is available only when the
certificate(s) are sent to the Agent in accordance with the guidelines described
above.
 
     Insurance covers the replacement of certificates of ONEOK, Inc. Common
Stock, but in no way protects against any loss resulting from fluctuations in
the value of such shares from the time the individual mails the certificates
until such time as replacement can be effected.
 
     If the Participant does not use the pre-addressed envelope provided by the
Agent, certificates mailed should be insured for possible mail loss for 2% of
the market value (minimum of $20); this represents the Participant's replacement
cost if the certificates are lost in transit to the Agent.
 
CLOSING A PLAN ACCOUNT
 
  22. When may a Participant cease dividend reinvestment to his or her Plan
Account?
 
     Participation in the Program may be discontinued by a Participant at any
time by notifying First Chicago Trust. In addition, at any time, First Chicago
Trust may, for any reason in its sole discretion, discontinue the Participant's
participation in the Program immediately upon mailing a notice of termination to
the address of
                                       12
<PAGE>   14
 
record on ONEOK's books as maintained by First Chicago Trust. Upon issuing a
notice of termination, First Chicago Trust will promptly refund cash
contributions held pending investment. First Chicago Trust will continue to hold
the shares in book-entry form unless a certificate is requested for any full
share(s) and a check for any fractional share. A Participant may also request
the sale of all or part of any such shares upon request to First Chicago Trust.
First Chicago Trust will send a check for the proceeds of the sale less
applicable service fees and brokerage commissions.
 
     If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above and a separate check for the dividend will be mailed following
the dividend payment date.
 
     If a Participant disposes of all certificated shares of ONEOK, Inc. Common
Stock, the dividends on the shares credited to the Participant's Plan account,
which are registered in the name of the Agent's nominee, will continue to be
distributed as elected on the Enrollment Authorization Form until the Agent is
notified that the Participant wishes to withdraw from the Plan.
 
REPORTS TO PARTICIPANTS
 
  23. How often will Participants be advised of their Account activity in the
Plan?
 
     Transaction advices are mailed to Participants after voluntary cash payment
are received by the Agent. All Participants will receive a quarterly statement
showing the amount invested, purchase price, the number of shares purchased,
deposited, sold, transferred or withdrawn, total shares accumulated and other
year-to-date information. The quarterly statement will indicate the shares held
by the Agent for the Participant and shares registered in the Participant's name
upon which dividends are reinvested. Each Participant is responsible for
retaining these statements in order to establish the cost basis of shares
purchased under the Plan for tax purposes. Duplicate statements for active
accounts will be available from the Agent, however, charges may be assessed for
statements for closed accounts.
 
  24. What other communications will a Participant receive?
 
     Each Participant will be sent the same communications sent to all
registered holders of shares of ONEOK, Inc. Common Stock, including the
Company's annual report to shareholders, and a notice of the Annual Meeting of
Shareholders and accompanying proxy statement. In addition, each Participant
will receive an Internal Revenue Service information return (Form 1099-DIV) for
reporting dividend income received and/or shares sold (Form 1099-B), if so
required.
 
     All notices, statements and reports from the Agent to a Participant will be
addressed to the Participant at the latest address on record with the Agent.
Therefore, a Participant must promptly notify the Agent of any change of
address. Failure to do so may result in escheatment of the account to the state
of the last known address of the Participant, in accordance with applicable
state laws.
 
FEDERAL INCOME TAX INFORMATION
 
  25. What tax consequences can be anticipated by Participants in the Plan?
 
     THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN. TAX CONSEQUENCES WILL VARY AMONG PARTICIPANTS
DEPENDING UPON INDIVIDUAL CIRCUMSTANCES AND STATE, LOCAL, AND FOREIGN LAWS;
THEREFORE, EACH PARTICIPANT SHOULD CONSULT HIS/OR HER TAX ADVISOR AS TO THE TAX
CONSEQUENCES AS A RESULT OF PARTICIPATING IN THE PLAN.
 
     A Participant will be required to include as income for Federal income tax
purposes the gross amount of all dividends and interest payments on Eligible
Securities reinvested in Common Stock as though such dividends and interest
payments were received by the Participant in cash. A Participant's cost basis
for shares of Common Stock acquired under the Plan, in general, will be equal to
the cash value of dividends and interest
 
                                       13
<PAGE>   15
 
payments attributable to the purchase of the shares (adjusted for brokerage
commissions and fees, service charges, and applicable taxes, if any). A
Participant's cost basis in shares purchased with cash investments will be the
cost of the shares plus any allocable brokerage commissions, service charges,
and applicable taxes.
 
     Shares of Common Stock purchased under the Plan will have a holding period
beginning on the day after the share are allocated to the Participant's account.
A Participant will not realize any taxable income when he or she receives
certificates for whole shares credited to an account under the Plan. Gain or
loss will be recognized by the Participant when such whole shares are sold and
upon the sale of any fractional shares credited to the Participant's account.
 
     Under Internal Revenue Service backup withholding regulations, dividends
and interest payments reinvested under the Plan may be subject to the
withholding tax generally applicable to dividends and interest payments unless
the Participant provides the Administrator with the taxpayer identification
number (in the case of individual taxpayers the taxpayer identification number
is the Participant's Social Security number). Any amount so withheld will be
treated as taxable income received by the Participant and will be reflected on
Form 1099-DIV mailed annually to all Plan Participants.
 
                               OTHER INFORMATION
 
  26. What happens if ONEOK issues a stock dividend or declares a stock split?
 
     Any stock dividends or split shares of ONEOK, Inc. Common Stock distributed
by the Company on shares held by the Agent for a Participant's Plan account or
held by the Participants in the form of stock certificates will be added to the
Participant's account.
 
     In the event of a rights offering, a Participant will receive rights based
upon the total number of whole shares owned, that is, the total number of shares
registered in the Participant's name and the total number of whole shares held
in the Participant's Plan account.
 
  27. How will a Participant's Shares be voted at shareholders' meetings?
 
     For each meeting of shareholders, a Participant will receive a proxy for
the total number of whole shares held -- both the shares registered in the
Participant's name directly and those credited to the Participant's Plan
account. If the proxy is not returned, or if it is returned unsigned, none of
the shares will be voted unless the Participant votes in person.
 
  28. What are the responsibilities of ONEOK and the Agent under the Plan?
 
     Neither ONEOK, Inc. nor the Agent (nor any of their respective agents,
representatives, employees, officers, directors or subcontractors) will be
liable in administering the Plan for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of liability
arising from failure to terminate a Participant's account upon such
Participant's death, or with respect to the prices or times at which shares are
purchased or sold for Participants. The foregoing does not represent a waiver of
any rights a Participant may have under applicable securities laws.
 
     NEITHER THE COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON SHARES PURCHASED UNDER THE PLAN.
 
  29. Can the Plan be changed or discontinued?
 
     The Company reserves the right to modify the Plan (consistent with any
applicable shareholder resolutions and subject to any requisite authorization or
approval by regulatory agencies having jurisdiction), or to suspend or terminate
the Plan, at any time. All Participants will be sent notice of any such action.
The Company also reserves the right to adopt, and from time to time to change,
such administrative rules and regulations (not inconsistent in substance with
the basic provisions of the Plan then in effect) as it deems
 
                                       14
<PAGE>   16
 
desirable or appropriate for the administration of the Plan. The Agent reserves
the right to resign at any time upon reasonable written notice to the Company.
 
                                USE OF PROCEEDS
 
     The Company is unable to predict the number of shares of Common Stock that
will ultimately be sold under the Plan, the prices at which such shares will be
sold, or the number of such shares, if any, that will be sold by the Company
from shares held by the Company as Treasury Stock, if any, or from the Company's
Authorized but Unissued Shares of Common Stock. Therefore, the Company cannot
estimate the amount of proceeds to be received from the sale of such shares. To
the extent that shares of Common Stock are sold from shares held by the Company
as Treasury Stock or from the Company's Authorized but Unissued Shares of Common
Stock, the proceeds of such sales will be added to the general funds the Company
and will be used for working capital, capital expenditures, and other general
corporate purposes.
 
                                       15
<PAGE>   17
 
                     COMMON STOCK DIVIDENDS AND PRICE RANGE
 
     The Company (and its predecessor by Merger) has paid regular quarterly
dividends on its common stock since February 1989. Dividends declared per share
on common stock for each fiscal year beginning with the 1993 fiscal year are as
follows:
 
<TABLE>
<CAPTION>
1993   1994    1995    1996    1997    1998 TO DATE
- -----  -----   -----   -----   -----   ------------
<S>    <C>     <C>     <C>     <C>     <C>
$1.06  $1.11   $1.12   $1.18   $1.20       $.90
</TABLE>
 
     Future dividends will depend on the Company's earnings, its financial
condition, and other factors.
 
     The Company's common stock is traded on the New York Stock Exchange. The
following table sets forth the high and low sales prices of the Company's common
stock and its predecessor by merger, for the periods indicated, as reported by
"The Wall Street Journal" as New York Stock Exchange -- Composite Transactions,
and dividends declared during such periods.
 
<TABLE>
<CAPTION>
                                                                 PRICE RANGE           DECLARED
                                                           ------------------------    DIVIDENDS
FISCAL YEAR ENDED AUGUST 31                                  HIGH            LOW       PER SHARE
- ---------------------------                                  ----            ---       ---------
<S>                                                        <C>             <C>         <C>
1996
1st Quarter........................................          $24 13/16       $22         $0.29
2nd Quarter........................................           23 5/8          20         $0.29
3rd Quarter........................................           27 1/2          21 1/8     $0.30
4th Quarter........................................           28 5/8          24 3/8     $0.30
1997
1st Quarter........................................          $28 5/8         $25 1/4     $0.30
2nd Quarter........................................           30 5/8          26         $0.30
3rd Quarter........................................           31 1/8          25 7/8     $0.30
4th Quarter........................................           35 5/16         30         $0.30
1998
1st Quarter........................................          $40 11/16       $31 3/16    $0.30
2nd Quarter........................................          $40 11/16       $33 3/8     $0.30
3rd Quarter........................................          $44 1/4         $34 5/8     $0.30
</TABLE>
 
     The last reported sale price of the common stock on June 15, 1998, on the
New York Stock Exchange was $36.71875 per share. There were approximately 13,400
owners of the common stock on May 31, 1998.
 
                                       16
<PAGE>   18
 
                          DESCRIPTION OF CAPITAL STOCK
 
     The summary of the terms of the capital stock of the Company set forth
below does not purport to be complete and is subject and qualified in its
entirety by reference to the Company's Certificate of Incorporation, as amended
(the "Certificate") and the by-laws (the "By-laws").
 
AUTHORIZED CAPITAL STOCK
 
     Under the Certificate, the total number of shares of all classes of stock
that the Company has authority to issue is 200 million shares, of which 100
million are shares of the Company's Common Stock and 100 million are shares of
Preferred Stock.
 
COMMON STOCK
 
  Dividends and Liquidation Rights
 
     Subject to any preferential rights of any prior ranking class or series of
capital stock, holders of shares of Common Stock will be entitled to receive
dividends on such stock, payable either in cash, property or shares out of
assets legally available for distribution when, as and if authorized and
declared by the Board of Directors and to share ratably in the assets of the
Company legally available for distribution to its shareholders in the event of
its liquidation, dissolution or winding-up. Subject to certain exceptions, the
Company will not be able to pay any dividend or make any distribution of assets
on shares of Common Stock until dividends on any shares of preferred stock then
outstanding with dividend or distribution rights senior to the Common Stock have
been paid. Dividends on the Series A Convertible Preferred Stock and the Series
B Convertible Preferred Stock are not cumulative to the extent not paid in full
on each dividend payment date.
 
  Rights
 
     Each share of Common Stock includes an associated preferred stock purchase
right (the "Right") under the Company's Rights Agreement (the "Agreement"),
which entitles the holder of the Right, under certain circumstances specified in
the Rights Agreement, to purchase one one-hundredth (1/100) of a share of Series
C Participating Preferred Stock of the Company for each Right. Of the Series C
Participating Preferred Stock, a total of one million shares have been reserved
for this purpose. The designation of the Rights is incorporated by reference
into this Prospectus.
 
  Voting Rights
 
     Holders of Common Stock will be entitled to one vote per share on all
matters voted on by the shareholders, including the election of directors. The
Certificate does not provide for cumulative voting for the election of
directors, which means that holders of more than one half of the outstanding
share of voting securities of the Company will be able to elect all of the
directors then standing for election and holders of the remaining shares will
not be able to elect any director. All outstanding shares of Common Stock are
fully paid and not subject to call or assessment.
 
  Transfer of Shares
 
     The Board of Directors may make rules and regulations concerning the
transfer of shares of Common Stock from time to time, in accordance with the
By-laws.
 
  Holders of Substantial Amounts of Shares and Change of Control
 
     Certain provisions of the Shareholder Agreement and certain provisions of
the Oklahoma General Corporation Act, the Certificate and By-laws may
discriminate against holders of Common Stock who own a substantial amount of the
shares of Common Stock. Similarly, certain provisions of the Certificate and the
By-laws may have the effect of delaying, deferring or preventing a change in
control with respect to an
 
                                       17
<PAGE>   19
 
extraordinary corporate transaction, such as a merger, reorganization, tender
offer, sale or transfer of substantially all of the assets of the Company.
 
  Conversion, Sinking Fund and Redemption Rights
 
     Holders of Common Stock will have no conversion, sinking fund or redemption
rights.
 
                                       18
<PAGE>   20
 
                                PREFERRED STOCK
 
     The following summary of the terms of the Series A Convertible Preferred
Stock, Series B Convertible Preferred Stock and Series C Participating Preferred
Stock, is qualified in its entirety by reference to the Certificate of
Designations of the Convertible Preferred Stock and the Certificate of
Designations of the Series C Participating Preferred Stock of the Company, which
are incorporated herein by reference. Capitalized terms used herein are in all
cases used as defined in the Certificate of Designations of Convertible
Preferred Stock and the Certificate of Designations of the Series C
Participating Preferred Stock.
 
CONVERTIBLE PREFERRED STOCK
 
  Designation and Amount
 
     Twenty million shares of Series A Convertible Preferred Stock, and thirty
million shares of Series B Convertible Preferred Stock have been authorized by
the Board of Directors of the Company. Both the Series A Convertible Preferred
Stock and Series B Convertible Preferred Stock have a par value of $0.01 per
share.
 
  Rank
 
     Except as otherwise provided by the Certificate of Designations of the
Convertible Preferred Stock and except with respect to dividend rights, the
Series A Convertible Preferred Stock will rank pari passu with the Series B
Convertible Preferred Stock. With respect to dividend rights and distribution of
assets upon liquidation, dissolution or winding up of the affairs of the
Company, the Convertible Preferred Stock will rank senior to shares of Common
Stock, or any class of equity securities of the Company by which its terms are
junior to the Convertible Preferred Stock and will not rank junior with respect
to any class or series of preferred stock that may be issued by the Company,
unless the holders of 66 2/3 percent of the outstanding shares of the
Convertible Preferred Stock consent to the creation of such class or any
Security Convertible into shares of such class or series. In addition, the
Company has agreed under the Shareholder Agreement not to create, authorize or
reclassify any authorized stock into any class of capital stock ranking prior to
the Convertible Preferred Stock.
 
  Dividends
 
     Preferential cash dividends will be payable or declarable quarterly on each
share of Convertible Preferred Stock and shall not be cumulative to the extent
not paid on any dividend payment date. Dividends on the Convertible Preferred
Stock unpaid as of the dividend payment date for any dividend period shall
permanently remain unpaid for such dividend period. The dividend amount on each
share of Series A Convertible Preferred Stock, with respect to each dividend
period on the Common Stock, will be equal to 1.5 times the dividend amount
declared in respect to each share of Common Stock for such dividend period, as
adjusted appropriately to reflect any stock split, stock dividend, reverse stock
split, reclassification or any transaction with comparable effect upon Common
Stock. In no event, however, will the aggregate annual dividend amount payable
per share of Series A Convertible Preferred Stock at any time be less than $1.80
per share. The dividend amount on each share of Series B Convertible Preferred
Stock will be equal to 1.25 times the dividend amount declared in respect of
each share of Common Stock for each dividend period, as adjusted appropriately
to reflect any stock split, stock dividend, reverse stock split,
reclassification or any transaction with comparable effect upon the Common
Stock. In no event, however, will the aggregate annual dividend amount declared
in respect of each share of Series B Convertible Preferred Stock prior to the
fifth anniversary of the Closing Date, be less than $1.50 per share and in no
event will the aggregate annual dividend amount declared in respect of each
share of Series B Convertible Preferred Stock following the fifth anniversary of
the Closing Date, be less than $1.80 per share.
 
                                       19
<PAGE>   21
 
  Liquidation Preference
 
     The Liquidation Preference per share of Convertible Preferred Stock will be
equal to that payable per share of Common Stock (as adjusted to reflect any
stock split or similar events), assuming the conversion of all outstanding
shares of Convertible Preferred Stock immediately prior to the event triggering
such a Liquidation Preference, plus any dividends then due with respect to the
Convertible Preferred Stock. Neither the merger or consolidation of the Company
into or with one or more other corporations, nor the voluntary sale, conveyance,
exchange or transfer of all or substantially all of the property or assets of
the Company will be deemed a liquidation, dissolution or winding up, voluntary
or involuntary, for the purposes of triggering a Liquidation Preference, unless
such voluntary sale, conveyance, exchange or transfer is in connection with a
dissolution or winding up of business of the Company.
 
  Redemption
 
     In no event will shares of Convertible Preferred Stock be redeemable by the
Company.
 
  Conversion Rights
 
     After the occurrence of a Regulatory Change, holders of shares of
Convertible Preferred Stock will have the right, at their option, to convert
each such share into one fully paid and nonassessable share of Common Stock, as
adjusted appropriately to reflect any stock split, stock dividend, reverse stock
split, reclassification or any transaction with comparable effect upon the
Common Stock. Conversion will, however, be automatic and mandatory upon the
transfer of the beneficial ownership of any share of Convertible Preferred Stock
to any person other than WRI or a WRI Affiliate. Such conversion will be at the
same rate of exchange as that applicable to an optional conversion, described
above. The Company has agreed that, it will have at all times reserved and kept
available, out of its authorized and unissued stock, shares of Common Stock an
amount sufficient for the conversion of all shares of Convertible Preferred
Stock then outstanding. A "Regulatory Change" will be deemed to have occurred,
with respect to all or any one of the provisions of this Agreement, upon the
receipt by WRI of an opinion of its counsel (which counsel must be reasonably
acceptable to the Company) to the effect that either (1) the 1935 Act has been
repealed, modified, amended or otherwise changed or (2) WRI has received an
exemption or, in the unqualified opinion of such counsel, is entitled without
any regulatory approval to claim an exemption, or has received an approval or no
action letter from the Securities and Exchange Commission or its staff under the
1935 Act or had registered under the 1935 Act, or any combination of the
foregoing, and as a consequence of (1) and/or (2) WRI may fully and legally
exercise the rights set forth in such provision(s) of the Shareholders Agreement
which take effect in the period after a Regulatory Change has occurred.
 
  Anti-dilution Provisions
 
     The number of shares into which each share of Convertible Preferred Stock
is convertible, the dividend amount payable on each share of such stock, and the
Liquidation Preference attached to each share of such stock will be subject to
adjustments for stock splits, stock dividends, reverse stock splits, or any
transaction with comparable effect upon Common Stock.
 
  Voting Rights
 
     Holders of shares of Convertible Preferred Stock will be entitled to vote
together with the holders of shares of Common Stock, as a single class, with
respect to (i) any proposal relating to the amendment (the "Opt-out Amendment")
to the original Certificate electing out of the provision of Sections 1145
through 1155 of Title 18 to Oklahoma Statutes, (the "Control Share Acquisition
Statute"); (ii) any proposed amendment to the Certificate or By-laws which would
reasonably have the effect of modifying in any way the Opt-out Amendment or
would reasonably cause the Company to become subject to (a) the Control Share
Acquisition Statute or (b) any other provisions which are substantially similar
to the Control Share Acquisition Statute; and (iii) any transaction or series
thereof which, if consummated, would constitute a Change in Control. With
respect to such matters, each share of Convertible Preferred Stock will carry a
number of votes equal to the
 
                                       20
<PAGE>   22
 
number of votes carried in the aggregate by the number of shares of Common Stock
issuable upon conversion of one share of Convertible Preferred Stock in
accordance with the Certificate of Designation of the Convertible Preferred
Stock. Holders of Convertible Preferred Stock will not be entitled to vote in
any election of directors to the Board of the Company or on any matter submitted
to shareholders other than the foregoing and other than as required by law.
 
  Certain Potential Anti-Takeover Effects of the Convertible Preferred Stock
 
     Although the issuance of shares of Convertible Preferred Stock was not
intended as an anti-takeover device, it should be noted that such issuance, the
issuance of Common Stock into which the Convertible Preferred Stock is
convertible or exchangeable together with the provisions of the Shareholder
agreement, may have certain anti-takeover implications. The combined effect of
these issuances and the Shareholder Agreement may be to discourage or render
more difficult a merger, tender offer or proxy contest involving the Company or
to deter a third party from seeking to acquire control of the Company.
 
SERIES C PARTICIPATING PREFERRED STOCK
 
     In connection with the Rights Agreement, the Board of Directors has
established a series of Preferred Stock, designated as Series C Participating
Preferred Stock. A Certificate of Designations filed with the Secretary of State
of the State of Oklahoma sets forth the determinations discussed below. Holders
of the Series C Participating Preferred Stock are entitled to receive, in
preference to the holders of Common Stock, quarterly dividends payable in cash
on the last day of each fiscal quarter in each year, or such other dates as the
Board deems appropriate, in an amount per share equal to the greater of (a) $1
or (b) subject to adjustment, 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends, other than a dividend payable in Common Stock,
payable with respect to Common Stock. The Series C Participating Preferred Stock
dividends are cumulative but do not bear interest. Shares of Series C
Participating Preferred Stock are not redeemable. Subject to adjustment, each
share of Series C Participating Preferred Stock entitles the holder thereof to
100 votes on all matters submitted to a vote of the shareholders and during a
certain dividend default period, holders of the Series C Participating Preferred
Stock have other special voting rights. Upon any liquidation, dissolution or
winding-up of the Company, holders of Series C Participating Preferred Stock are
entitled to priority over the holders of shares of Common Stock or other junior
ranking stock. No such shares of Series C Participating Preferred Stock are
outstanding; however, each holder of Common Stock has been granted the right to
purchase one one-hundredths of a share of Series C Participating Preferred Stock
upon the happening of certain events, such as a hostile takeover attempt of the
Company, as described in the Rights Agreement.
 
PREEMPTIVE RIGHTS
 
     No holder of any shares of class of stock will have any preemptive or
referential right to acquire or subscribe for any unissued shares of any class
of stock or any authorized securities convertible into or carrying any right,
option or warrant to subscribe for or acquire shares of any class of stock,
provided, however, that under the Shareholder Agreement, the Shareholder Group
has certain top-up rights to acquire additional shares under certain
circumstances.
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the capital stock of the Company is
the First Chicago Trust Company of New York.
 
                                       21
<PAGE>   23
 
                              PLAN OF DISTRIBUTION
 
     The ONEOK Common Stock being offered hereby is offered pursuant to the
Plan, the terms of which provide that purchase of shares of ONEOK Common Stock
may be made from the Company, either newly issued shares or Treasury Shares, or,
in the open market, at the election of the Company. Currently, shares of ONEOK
Common Stock purchased by Participants under the Plan are shares purchased in
the open market. In accordance with current Securities and Exchange Commission
rulings, the Company will not change its determination regarding the source of
purchase of shares under the Plan more than once in any 3-month period and then
only after a determination of the Board of Directors or the Chief Financial
Officer of the Company's need to raise additional capital has changed or there
is another valid reason for such change. The primary consideration in
determining the source of shares of ONEOK Common Stock to be used for purchases
under the Plan is expected to be the Company's need to increase equity capital.
If the Company does not need to raise funds externally or if financing needs are
satisfied using non-equity sources of funds to maintain the Company's targeted
capital structure, shares of ONEOK Common Stock purchased for Participants under
the Plan will be purchased on the open market, subject to the aforementioned
limitation on changing the source of shares of ONEOK Common Stock.
 
                                    EXPERTS
 
     The consolidated financial statements of ONEOK, Inc. and subsidiaries as of
August 31, 1997 and 1996, and for each of the years in the three-year period
ended August 31, 1997, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the August 31, 1997, financial
statements refers to the adoption of Statement of Financial Accounting Standards
No. 121, Accounting for the impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of in 1996.
 
     The audited financial statements of the Gas Business, a business unit of
WRI, as of August 31, 1996 and 1995 and for each of the years in the three-year
period ended August 31, 1996, incorporated by reference herein, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
 
                                 LEGAL MATTERS
 
     The legality of the common stock offered hereby will be passed upon for the
Company by Gable & Gotwals, P.C., Tulsa, Oklahoma.
 
                       FOR ASSISTANCE CONCERNING THE PLAN
 
     Correspondence concerning the Plan:
        First Chicago Trust Company of New York
        ONEOK, Inc. Direct Stock Purchase and Dividend Reinvestment Plan
        P.O. Box 2598
        Jersey City, New Jersey 07303-2598
 
     Voluntary cash investments of checks or money orders should be mailed to:
        First Chicago Trust Company of New York
        Dividend Reinvestment Plans
        P.O. Box 13531
        Newark, New Jersey 07188-0001
 
     Indicate ONEOK, Inc. and account number if applicable, in all
correspondence.
 
                                       22
<PAGE>   24
 
     Telephone:
      First Chicago Trust Company of New York: 1-800-653-8083
      An automated phone system is available 24 hours a day, 7 days a week.
      Customer service representatives are available from 8:30 a.m. to 7:00 p.m.
      Eastern time each business day.
 
     Non-shareholder requests for information about the Plan: 1-800-955-4798, 24
hours a day.
 
     Sale of Plan shares and issuance of stock certificates: 1-800-653-8083.
This is an automated phone system available from 8:00 a.m. to 10:00 p.m. Eastern
time on business days and 8:00 a.m. to 10:00 p.m. Eastern time on Saturdays and
most holidays.
 
     TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
 
     Foreign Language Translation Service for more than 140 foreign languages is
available.
 
     Internet: Messages forwarded on the Internet will be responded to within
one business day. The First Chicago Trust Internet address is
"http://www.fctc.com". The Company's Internet address is "http://www.ONEOK.com".
 
     E-Mail: First Chicago Trust's E-mail address is "[email protected]".
If you wish to contact the Company directly, you may write to: ONEOK, Inc.,
Investor Relations Department, P.O. Box 871 Tulsa, OK 74102-0871.
 
                                       23
<PAGE>   25
 
======================================================
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR
ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                             ---------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information.................     4
Incorporation of Certain Documents by
  Reference...........................     4
The Company...........................     6
Forward-Looking Statements............     6
Description of the Plan...............     7
Price of Common Stock.................    18
Use of Proceeds.......................    18
Plan of Distribution..................    23
Legal Matters.........................    23
Experts...............................    23
</TABLE>
 
======================================================
 
======================================================
 
                                3,000,000 SHARES
 
                                  ONEOK, INC.
 
                                  COMMON STOCK
 
                           DIRECT STOCK PURCHASE AND
                           DIVIDEND REINVESTMENT PLAN
                               -----------------
 
                                   PROSPECTUS
                               -----------------
                                             , 1998
                             ---------------------
                           THIS PROSPECTUS SHOULD BE
                         RETAINED FOR FUTURE REFERENCE
 
======================================================
<PAGE>   26
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     All amounts, except SEC registration fees, are estimates.
 
<TABLE>
<S>                                                            <C>
SEC registration fee........................................   $ 32,496
Transfer agent fees and expenses............................     10,000
Printing and copying expenses...............................     28,000
Listing fees................................................     16,000
Legal fees and expenses.....................................     15,000
Accounting, fees and expenses...............................     10,000
Miscellaneous...............................................      2,000
                                                               --------
          Total.............................................   $113,496
                                                               ========
</TABLE>
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Registrant, as an Oklahoma corporation, is empowered by section 1031 of
the Oklahoma General Corporation Act (the "OGCA"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made or threatened
to be made a party by reason of his being or having been a director, officer,
employee or agent of the Registrant. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise. Article VIII of the
By-laws of the Company provides that directors and officers of the Company shall
be indemnified by the Company to the fullest extent permitted by Delaware law as
now or hereafter enforced, including the advance of related expenses. If any
determination is required under applicable law as to whether a director or
officer is entitled to indemnification, such determination shall be made by the
Board, by vote of a quorum of disinterested directors, or by independent legal
counsel by written opinion or by shareholders.
 
     The Certificate of Incorporation of the Company provides that a director of
the corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) any transaction from which the director derived an improper personal
benefit.
 
     Pursuant to Article VIII of the bylaws of the Company, upon authorization
and determination (1) by the board of directors by a majority of a quorum
consisting of directors who were not parties to the action, suit, or proceeding
involved; (2) if such a quorum is not obtainable, or event if obtainable and a
quorum of disinterested directors so directs, by independent counsel in a
written opinion; or (3) by the stockholders, the Company is obligated to
indemnify any person who incurs liability by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, or is or was serving
at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in an action by
or in the right of the Company, no indemnification will be made if such person
shall be adjudged to be liable to the Company, unless such indemnification is
allowed by a court of competent jurisdiction.
 
     Under an insurance policy obtained by the Company, coverage of Company
officers and directors against liability for neglect, errors, omissions, or
breaches of duty in their capacities as such as provided for both the
 
                                      II-1
<PAGE>   27
 
Company, to the extent that it is obligated to indemnify such officers and
directors, and the officers and directors themselves. Such coverage is provided
in the amount of $75,000,000, with a retained limit by the Company of
$250,000,000. The insurance company is obligated to pay any loss in excess of
the $250,000,000 retained limit and defense costs from the first dollar, up to
the policy limit of $75,000,000. Among the policy exclusions are those which
exclude coverage for accounting for profits made within the meaning of Section
16(b) of the Securities Exchange Act of 1934, claims based upon or attributable
to directors and officers gaining any personal profit or advantage to which such
individuals are not legally entitled, and for any claims brought about or
attributable to the dishonesty of an officer or director.
 
     The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that the
above-summarized provisions of the registrant's bylaws and the applicable
Oklahoma General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the officer, director, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) shall be asserted by an
officer, director, or controlling person under said provisions, the registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not such indemnification by it is against public policy
as expressed in said Act and will be governed by the final adjudication of such
issue.
 
ITEM 16. EXHIBITS*
 
     The following exhibits are attached hereto or incorporated herein by
reference:
 
<TABLE>
<CAPTION>
  EXHIBIT                                                    PAGE NUMBER OR INCORPORATION
    NO.                      DESCRIPTION                            BY REFERENCE TO
  -------                    -----------                     ----------------------------
<C>            <S>                                      <C>
    (3)(a)     -- Certificate of Incorporation of       Incorporated by reference to Exhibit
                  ONEOK, Inc.                           3.1 of Amendment No. 3 to Form S-4
                                                        Registration Statement, dated August 6,
                                                        1997, Registration No. 333-41267
    (3)(b)     -- Certificate of Merger, filed          Incorporated by reference to Exhibit
                  November 26, 1997 (Name change)       (99)(a) to Quarterly Report on Form
                                                        10-Q for quarter ending May 31, 1998
    (3)(c)     -- Amended Certificate of                Incorporated by reference to Exhibit
                  Incorporation, filed January 16,      (99)(b) to Quarterly Report on Form
                  1998                                  10-Q for quarter ending May 31, 1998
    (3)(d)     -- Certificate of Designation of the     Incorporated by reference to Exhibit
                  Convertible Preferred Stock (Series   3.3 of Amendment No. 3 to Form S-4
                  A and B)                              Registration Statement, dated August 6,
                                                        1997, Registration No. 333-41267
    (3)(e)     -- Certificate of Designation of the     Incorporated by reference to Exhibit
                  Series C Participating Preferred      3.4 of Amendment No. 3 to Form S-4
                  Stock                                 Registration Statement, dated August 6,
                                                        1997, Registration No. 333-41267
    (3)(f)     -- By-Laws of ONEOK, Inc.                Incorporated by reference to Exhibit
                                                        3.2 of Amendment No. 3 to Form S-4
                                                        Registration Statement, dated August 6,
                                                        1997, Registration No. 333-41267
</TABLE>
 
                                      II-2
<PAGE>   28
 
<TABLE>
<CAPTION>
  EXHIBIT                                                    PAGE NUMBER OR INCORPORATION
    NO.                      DESCRIPTION                            BY REFERENCE TO
  -------                    -----------                     ----------------------------
<C>            <S>                                      <C>
    (3)(g)     -- Rights Agreement between ONEOK, Inc.  Incorporated by reference to Exhibit
                  and Liberty Bank and Trust Company    (1) to Registration Statement on Form
                  of Oklahoma City, N.A. (now Bank One  8-A, dated November 26, 1997
                  Trust Company) dated November 26,
                  1997
    (3)(h)     -- Shareholder Agreement between ONEOK,  Incorporated by reference to Exhibit 2
                  Inc. and Western Resources, Inc.,     of Amendment No. 3 to Form S-4
                  dated November 26, 1997               Registration Statement dated August 6,
                                                        1997, Registration No. 333-41267
    (5)        -- Opinion and consent of Gable &        Filed herewith
                  Gotwals, A Professional Corporation
   (23)(a)     -- Consent of KPMG Peat Marwick LLP,     Filed herewith
                  Independent Certified Public
                  Accountants
   (23)(b)     -- Consent of Gable & Gotwals, a         Filed herewith
                  Professional Corporation (included
                  in Exhibit 5).
   (23)(c)     -- Consent of Arthur Andersen LLP,       Filed herewith
                  Independent Certified Public
                  Accountants
   (24)        -- Powers of attorney (included on       Filed herewith
                  pages II-5 and II-6).
</TABLE>
 
- ---------------
 
* Exhibits excluded are not applicable
 
ITEM 17. UNDERTAKINGS
 
     1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     2. Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is therefore unenforceable. In the event that a claim of indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such indemnification by
it is against public police as expressed in said Act and will be governed by the
final adjudication of such issue.
 
     3. The undersigned registrant hereby undertakes:
 
          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to the Registration Statement.
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually
 
                                      II-3
<PAGE>   29
 
        or in the aggregate, represent a fundamental change in the information
        set forth in the Registration Statement; and
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;
 
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
 
          (b) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
                                      II-4
<PAGE>   30
 
                               POWER OF ATTORNEY
 
     Each person whose individual signature appears below hereby authorizes
David L. Kyle and Jerry D. Neal, or either of them, as attorney-in-fact with
full power of substitution, to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this registration statement, including any and all post-effective
amendments and all instruments necessary or incidental in connection therewith.
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated in the City of Tulsa and the State of Oklahoma, on this
18th day of June, 1998.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                                TITLE
                      ---------                                                -----
<C>                                                    <S>
 
                /s/ LARRY W. BRUMMETT                  Chairman of the Board, Chief Executive Officer, and
- -----------------------------------------------------    Director
                  Larry W. Brummett
 
                  /s/ DAVID L. KYLE                    President, Chief Operating Officer, and Director
- -----------------------------------------------------
                    David L. Kyle
 
                  /s/ JERRY D. NEAL                    Vice President, Chief Financial Officer, and
- -----------------------------------------------------    Treasurer
                    Jerry D. Neal
 
                /s/ BARRY D. EPPERSON                  Vice President, Controller, and Chief Accounting
- -----------------------------------------------------    Officer
                  Barry D. Epperson
 
               /s/ EDWYNA G. ANDERSON                  Director
- -----------------------------------------------------
                 Edwyna G. Anderson
 
                 /s/ WILLIAM M. BELL                   Director
- -----------------------------------------------------
                   William M. Bell
 
               /s/ DOUGLAS R. CUMMINGS                 Director
- -----------------------------------------------------
                 Douglas R. Cummings
 
                 /s/ WILLIAM L. FORD                   Director
- -----------------------------------------------------
                   William L. Ford
 
                /s/ HOWARD R. FRICKE                   Director
- -----------------------------------------------------
                  Howard R. Fricke
 
                  /s/ J. M. GRAVES                     Director
- -----------------------------------------------------
                    J. M. Graves
 
                /s/ STEPHEN J. JATRAS                  Director
- -----------------------------------------------------
                  Stephen J. Jatras
 
                /s/ STEVEN L. KITCHEN                  Director
- -----------------------------------------------------
                  Steven L. Kitchen
</TABLE>
 
                                      II-5
<PAGE>   31
 
<TABLE>
<CAPTION>
                      SIGNATURE                                                TITLE
                      ---------                                                -----
<C>                                                    <S>
 
                 /s/ BERT H. MACKIE                    Director
- -----------------------------------------------------
                   Bert H. Mackie
 
               /s/ DOUGLAS ANN NEWSOM                  Director
- -----------------------------------------------------
                 Douglas Ann Newsom
 
                 /s/ GARY D. PARKER                    Director
- -----------------------------------------------------
                   Gary D. Parker
 
                   /s/ J. D. SCOTT                     Director
- -----------------------------------------------------
                     J. D. Scott
 
                /s/ STANTON L. YOUNG                   Director
- -----------------------------------------------------
                  Stanton L. Young
</TABLE>
 
                                      II-6
<PAGE>   32
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Tulsa, State of Oklahoma, on this 18th day of June, 1998.
 
                                            ONEOK, INC.
 
                                                    /s/ JERRY D. NEAL
                                            ------------------------------------
                                                       Jerry D. Neal
                                              Vice President, Chief Financial
                                                          Officer,
                                                       and Treasurer
 
                                      II-7
<PAGE>   33
 
                                 EXHIBITS INDEX
 
<TABLE>
<CAPTION>
        EXHIBIT
          NO.                                    DESCRIPTION
        -------                                  -----------
<C>                      <S>
            (5)          -- Consent of Gable & Gotwals, a Professional Corporation
           (23)(a)       -- Consent of KPMG Peat Marwick LLP, Independent Certified
                            Public Accountants
           (23)(c)       -- Independent Auditors' Consent of Arthur Andersen LLP
           (24)          -- Powers of Attorney (Included on pages II-5 and II-6)
</TABLE>

<PAGE>   1
                                                                      EXHIBIT 5


                         [GABLE & GOTWALS LETTERHEAD]



                                  June 15, 1998


ONEOK, Inc.
100 West Fifth Street
Tulsa, OK  74103

                                      Re:      Form S-3, Registration Statement 
                                               Under the Securities Act of 1933

Gentlemen:

         We are retained as regular counsel for ONEOK, Inc., an Oklahoma
corporation (hereinafter called the "Company") which has filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-3 (including a Prospectus) relating to the
registration of Three Million (3,000,000) shares of the Common Stock, par value
$0.01 per share of the Company ("ONEOK Common Stock") for sale under the Direct
Stock Purchase and Dividend Reinvestment Plan (the "Plan"), as more fully
described in the Prospectus.

         We have examined (a) the above-mentioned Registration Statement which
is being filed with the Securities and Exchange Commission; (b) the Certificate
of Incorporation, as amended, and the By-laws of the Company; (c) the Plan; (d)
the corporate actions taken by the Board of Directors of the Company; and (e)
such other documents as we have considered relevant to the matters covered by
this opinion.

         In connection with the foregoing, we wish to advise you as follows:

         1. The Company is a corporation validly organized and existing under
the laws of the State of Oklahoma and is duly qualified to do business as a
foreign corporation in the State of Kansas.

         2. The filing of the above-mentioned Registration Statement has been
duly authorized by the proper corporate action on the part of the Company.



                                       33
<PAGE>   2
         3. When the Certificate for the shares of original issue Common Stock
of the Company to be purchased by the administrator of the Plan (the
"Administrator") pursuant to the terms of the Plan, for the participants in the
Plan, are paid for by the Administrator and have been executed by the proper
officers of the Company, countersigned by the Transfer Agent and registered by
the Registrar thereof, then, subject to compliance if any, with the securities
or "Blue Sky" laws of the state in which shares are offered for sale, if any,
the certificates for such shares will represent, and such shares shall
constitute duly authorized, legally issued, fully paid, non-assessable, valid
and legal shares of the ONEOK Common Stock in the hands of the owner thereof.

         We hereby consent to:

         1. Being named in the above-mentioned Form S-3 Registration Statement
and the Prospectus which is being made a part thereof, and in any amendments
thereto, under the caption "Experts," and "Legality," as counsel for the
Company, passing upon legal matters in connection with the Common Stock and
having reviewed the matters of law and legal conclusions under "Description of
Common Stock" contained in said Prospectus which are included therein under our
authority as experts.

         2. The filing of this opinion as an exhibit to the above-mentioned
Form S-3 Registration Statement.

                                        Very truly yours,

                                        Gable & Gotwals



                                        By /s/ Donald A. Kihle
                                           ------------------------------
                                               Donald A. Kihle

DAK:bb




                                       34

<PAGE>   1
                                                                   EXHIBIT 23(a)


                         Independent Auditors' Consent

The Board of Directors
ONEOK, Inc.

We consent to the incorporation by reference herein of our report on the
consolidated financial statements of ONEOK, Inc. as of August 31, 1997 and
1996, and for each of the years in the three-year period ended August 31, 1997,
which report appears in the August 31, 1997, Annual Report on Form 10-K of
ONEOK, Inc. and to the reference to our firm under the heading "Experts" in the
prospectus. Our report refers to the adoption of Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-lived
Assets and Long-lived Assets to be Disposed Of in 1996.



                                        KPMG Peat Marwick LLP


Tulsa, Oklahoma
June 18, 1998



                                      35

<PAGE>   1
                                                                 EXHIBIT (23)(c)


                  Consent of Independent Public Accountants
                                      

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report for the Gas Business, a
business unit of Western Resources, Inc., dated February 4, 1997, included in
WAI, Inc.'s Form S-4 Registration Statement as filed with the Securities and
Exchange Commission on August 6, 1997, and to all references to our Firm
included in this Registration Statement.



                               Arthur Andersen LLP


Kansas City, Missouri
June 18, 1998



                                       36


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