<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 2, 1998
Date of Report (Date of earliest event reported)
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 1-2572 73-1520922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip code)
(918) 588-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE> 2
Items 1 - 4. Not Applicable.
Item 5. Other Events.
This 8-K/A amends the 8-K filed September 24, 1998.
The executed First Supplemental Indenture, relating to the issuance of ONEOK,
Inc.'s 6.50% Senior Insured Quarterly Notes, is attached as Exhibit 5(a). The
executed Second Supplemental Indenture, relating to the issuance of ONEOK,
Inc.'s 6 7/8% Debentures, is attached as Exhibit 5(b).
Item 6. Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
(5)(a) First Supplemental Indenture.
(5)(b) Second Supplemental Indenture.
Items 8 - 9. Not Applicable
</TABLE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, on this 2nd day of October, 1998.
ONEOK Inc.
By: /s/ JERRY D. NEAL
---------------------------------
Jerry D. Neal
Vice President, Chief Financial
Officer, and Treasurer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<S> <C>
(5)(a) First Supplemental Indenture.
(5)(b) Second Supplemental Indenture.
</TABLE>
<PAGE> 1
EXHIBIT (5)(a)
ONEOK, INC.
6.50% SENIOR INSURED QUARTERLY NOTES
Due September 30, 2028
-----------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 24, 1998
-----------------
Chase Bank of Texas, National Association
TRUSTEE
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE 1
SECTION 101. Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 102. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 103. Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 104. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 105. Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 106. Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 107. Redemption at the Company's Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 108. Redemption at the Holder's Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 2
SECTION 201. Insurer as Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 202. Notices and Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 203. Concerning the Special Insurance Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 204. Amendments or Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 205. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 206. Insurer's Rights to Notice; Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 207. Insurer's Rights Concerning the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 208. Insurer's Right to Accelerate, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 3
SECTION 301. Recitals by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 302. Ratification and Incorporation of Original Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 303. Executed in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 303. Parties Interested Herein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
</TABLE>
<PAGE> 3
THIS FIRST SUPPLEMENTAL INDENTURE is made as of the twenty-fourth day
of September, 1998, by and between ONEOK, Inc., an Oklahoma corporation (the
"Company"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated
as of September 24, 1998 (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this first
Supplemental Indenture, is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may
at any time be established pursuant to a supplemental indenture executed by the
Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new
series of Securities; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
6.50% SENIOR INSURED QUARTERLY NOTES
SECTION 101. Establishment. There is hereby established a new series
of Securities to be issued under the Indenture, to be designated as the
Company's 6.50% Senior Insured Quarterly Notes due September 30, 2028 (the
"Senior Insured Quarterly Notes").
There are to be authenticated and delivered $100,000,000 principal
amount of Senior Insured Quarterly Notes to be issued at 100% of principal
amount, and no further Senior Insured Quarterly Notes shall be authenticated
and delivered except as provided by Section 307 of the Original Indenture. The
Senior Insured Quarterly Notes shall be issued in definitive fully registered
form.
The Senior Insured Quarterly Notes shall be issued in the form of one
Global Security in substantially the form set out in Exhibit A hereto. The
initial Depositary with respect to the Senior Insured Quarterly Notes shall be
The Depository Trust Company.
The Company will not pay Additional Amounts, as defined in Section
1008 of the Original Indenture.
The form of the Trustee's Certificate of Authentication for the Senior
Insured Quarterly Notes shall be in substantially the form set forth in Exhibit
B hereto.
The Senior Insured Quarterly Notes shall be dated the date of
authentication thereof and shall bear interest from the Original Issue Date.
The interest rate on the Senior Insured Quarterly Notes will not be
reset pursuant to Section 308(b) of the Original Indenture and the stated
maturity shall not be extended pursuant to Section 309 of the Original
Indenture.
SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Original Indenture.
"Insurance Trustee" means United States Trust Company of New York, or any
successor thereto, as the Insurance Trustee under the Policy.
"Insurer" means Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance company.
"Interest Payment Dates" means February 28, May 31, August 31 and November 30
of each year and September 30, 2028.
<PAGE> 4
"Original Issue Date" means September 29, 1998.
"Policy" shall mean the financial guaranty insurance policy issued by the
Insurer insuring the payment when due of the principal of and interest on the
Senior Insured Quarterly Notes as provided therein.
"Regular Record Date" means the 15th calendar day of the month in which the
respective Interest Payment Date occurs (whether or not a Business Day).
"Stated Maturity" means September 30, 2028.
SECTION 103. Payment of Principal and Interest. The principal of the
Senior Insured Quarterly Notes shall be due at Stated Maturity (unless earlier
redeemed). The unpaid principal amount of the Senior Insured Quarterly Notes
shall bear interest at the rate of 6.50% per annum until paid or duly provided
for. Interest shall be paid quarterly in arrears on each Interest Payment Date
to the Person in whose name the Senior Insured Quarterly Notes are registered
on the Regular Record Date for such Interest Payment Date. Any such interest
that is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to
the Person or Persons in whose name the Senior Insured Quarterly Notes are
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Senior Insured Quarterly Notes not less than ten days
prior to such Special Record Date.
Payments of interest on the Senior Insured Quarterly Notes will
include interest accrued to but excluding the respective Interest Payment
Dates. Interest payments for the Senior Insured Quarterly Notes shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.
Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Senior Insured Quarterly Notes shall be made upon
surrender of the Senior Insured Quarterly Notes at the office or agency of the
Company in the Borough of Manhattan, City and State of New York or the
Corporate Trust Office of the Trustee. The principal of and interest on the
Senior Insured Quarterly Notes shall be paid in such currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payments of interest will be made at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
to an account located in the United States maintained by the payee.
SECTION 104. Denominations. The Senior Insured Quarterly Notes may
be issued in denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Senior Insured Quarterly Notes
will be issued in the form of one or more Global Securities registered in the
name of the Depositary or its nominee. Except under the limited circumstances
described below, Senior Insured Quarterly Notes represented by the Global
Security will not be exchangeable for, and will not otherwise be issuable as,
Senior Insured Quarterly Notes in definitive form. The Global Securities
described above may not be transferred except by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing Senior Insured Quarterly Notes shall be
exchangeable, except for another Global Security of like denomination and tenor
to be registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee. The rights of Holders of such Global Security shall
be exercised only through the Depositary.
A Global Security shall be exchangeable for Senior Insured Quarterly
Notes registered in the names of persons other than the Depositary or its
nominee only if (i) the Depositary notifies the Company that it is unwilling or
unable to continue as a Depositary for such Global Security and no successor
Depositary shall have been appointed by the Company, or if at any time the
Depositary ceases to be a clearing agency registered under the Securities
<PAGE> 5
Exchange Act of 1934, as amended, at a time when the Depositary is required to
be so registered to act as such Depositary and no successor Depositary shall
have been appointed by the Company, in each case within 90 days after the
Company receives such notice or becomes aware of such cessation, (ii) the
Company in its sole discretion determines that such Global Security shall be so
exchangeable, or (iii) there shall have occurred an Event of Default with
respect to the Senior Insured Quarterly Notes.
SECTION 106. Transfer. No service charge will be made for any
transfer or exchange of Senior Insured Quarterly Notes, but payment will be
required of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
SECTION 107. Redemption at the Company's Option. The Senior Insured
Quarterly Notes shall be subject to redemption at the option of the Company, in
whole or in part, without premium or penalty, at any time or from time to time
on or after October 1, 2003, at a Redemption Price equal to 100% of the
principal amount to be redeemed plus accrued but unpaid interest to the
Redemption Date.
In the event of redemption of the Senior Insured Quarterly Notes in
part only, new Senior Insured Quarterly Notes for the unredeemed portion will
be issued in the name or names of the Holders thereof upon the surrender
thereof.
SECTION 108. Redemption at the Holder's Option. For purposes of this
Section 108, a "Beneficial Owner" means the Person who has the right to sell,
transfer or otherwise dispose of an interest in Senior Insured Quarterly Notes
and the right to receive the proceeds therefrom, as well as the interest and
principal payable to the Holder thereof. In general, a determination of
beneficial ownership in the Senior Insured Quarterly Notes will be subject to
the rules, regulations and procedures governing the Depositary and institutions
that have accounts with the Depositary or a nominee thereof ("Participants").
Unless the Senior Insured Quarterly Notes have been declared due and
payable prior to their maturity by reason of an Event of Default, the
Representative (as hereinafter defined) of a deceased Beneficial Owner has the
right to request redemption prior to Stated Maturity of all or part of his
interest, expressed in integral multiples of $1,000 principal amount, in the
Senior Insured Quarterly Notes, and the Company will redeem the same subject to
the limitations that the Company will not be obligated to redeem, during the
period from the Original Issue Date through and including September 30, 1999
(the "Initial Period"), and during any twelve-month period which ends on and
includes each September 30 thereafter (each such twelve-month period being
hereinafter referred to as a "Subsequent Period"), (i) on behalf of a deceased
Beneficial Owner any interest in the Senior Insured Quarterly Notes which
exceeds an aggregate principal amount of $30,000 or (ii) interests in the
Senior Insured Quarterly Notes in an aggregate principal amount exceeding
$3,000,000. A request for redemption may be initiated by the Representative of
a deceased Beneficial Owner at any time and in any principal amount in integral
multiples of $1,000. If the Company, although not obligated to do so, chooses
to redeem interests of any deceased Beneficial Owner in the Senior Insured
Quarterly Notes in the Initial Period or any Subsequent Period in excess of the
$30,000 limitation, such redemption, to the extent that it exceeds the $30,000
limitation for any deceased Beneficial Owner, shall not be included in the
computation of the $3,000,000 limitation for such Initial Period or such
Subsequent Period, as the case may be, or for any succeeding Subsequent Period.
Subject to the $30,000 and $3,000,000 limitations, the Company will,
after the death of any Beneficial Owner, redeem the interest of such Beneficial
Owner in the Senior Insured Quarterly Notes within 60 days following receipt by
the Trustee of a Redemption Request (as herein defined). The Trustee will
notify the Company promptly after receipt of any Redemption Request and the
Company will provide all funds necessary for such redemption prior to the date
of redemption to the Paying Agent. If Redemption Requests exceed the aggregate
principal amount of interests in Senior Insured Quarterly Notes required to be
redeemed during the Initial Period or during any Subsequent Period, then such
excess Redemption Requests will be applied in the order received by the Trustee
to successive Subsequent Periods, regardless of the number of Subsequent
Periods required to redeem such interests. All Redemption Requests will be
redeemed in the order in which the trustee receives the Redemption Request.
<PAGE> 6
A request for redemption of an interest in the Senior Insured
Quarterly Notes may be initiated by the personal representative or other Person
authorized to represent the estate of the deceased Beneficial Owner or from a
surviving joint tenant(s) or tenant(s) by the entirety (each, a
"Representative"). The Representative shall deliver a request to the
Participant through whom the deceased Beneficial Owner owned such interest, in
form satisfactory to the Participant, together with evidence of the death of
the Beneficial Owner, evidence of the authority of the Representative
satisfactory to the Participant, such waivers, notices or certificates as may
be required under applicable state or federal law and such other evidence of
the right to such redemption as the Participant shall require. The request
shall specify the principal amount of the interest in the Senior Insured
Quarterly Notes to be redeemed. The Participant shall thereupon deliver to the
Depositary a request for redemption substantially in the form attached as
Exhibit C hereto (a "Redemption Request"), accompanied by the documents
submitted to the Participant as above provided, and the Depositary will forward
the same to the Trustee. Documents accompanying Redemption Requests shall be
in form satisfactory to the Company. The Trustee may conclusively assume,
without independent investigation, that the statements contained in each
Redemption Request are true and correct and shall have no responsibility for
reviewing any documents accompanying a Redemption Request or for determining
whether the applicable decedent is in fact the Beneficial Owner of the interest
in the Senior Insured Quarterly Notes to be redeemed or is in fact deceased and
whether the Representative is duly authorized to request redemption on behalf
of the applicable Beneficial Owner.
The price to be paid by the Company for interests in the Senior
Insured Quarterly Notes to be redeemed pursuant to a Redemption Request is 100%
of the principal amount thereof plus accrued but unpaid interest to the date of
payment. Subject to arrangements with the Depositary, payment for interests in
the Senior Insured Quarterly Notes which are to be redeemed shall be made to
the Depositary upon presentation of Senior Insured Quarterly Notes to the
Trustee for redemption in the aggregate principal amount specified in the
Redemption Requests submitted to the Trustee by the Depositary which are to be
fulfilled in connection with such payment. The principal amount of any Senior
Insured Quarterly Notes acquired or redeemed by the Company other than by
redemption at the option of any Representative of a deceased Beneficial Owner
pursuant to this Section 108 shall not be included in the computation of either
the $30,000 or the $3,000,000 limitation for the Initial Period or for any
Subsequent Period.
For purposes of this Section 108, an interest in Senior Insured
Quarterly Notes held in tenancy by the entirety, joint tenancy or by tenants in
common will be deemed to be held by a single Beneficial Owner and the death of
a tenant by the entirety, joint tenant or tenant in common will be deemed the
death of a Beneficial Owner. The death of a Person who, during his lifetime,
was entitled to substantially all of the rights of a Beneficial Owner of an
interest in the Senior Insured Quarterly Notes will be deemed the death of the
Beneficial Owner, regardless of the recordation of such interest on the records
of the Participant, if such rights can be established to the satisfaction of
the Participant and the Company. Such interests shall be deemed to exist in
typical cases of nominee ownership, ownership under the Uniform Gifts to Minors
Act or the Uniform Transfers to Minors Act, community property or other similar
joint ownership arrangements, including individual retirement accounts or Keogh
[H.R. 10] plans maintained solely by or for the decedent or by or for the
decedent and any spouse, and trust and certain other arrangements where one
Person has substantially all of the rights of a Beneficial Owner during such
Person's lifetime.
In the case of any Redemption Request which is presented pursuant to
this Section 108 and which has not been fulfilled at the time the Company gives
notice of its election to redeem Senior Insured Quarterly Notes pursuant to
Section 107 hereof, such interest or portion thereof shall not be subject to
redemption pursuant to such Section 107, but shall remain subject to redemption
pursuant to this Section 108.
Subject to the provisions of the immediately preceding sentence, any
Redemption Request may be withdrawn by the Person(s) presenting the same upon
delivery of a written request for such withdrawal given by the Depositary to
the Trustee prior to payment of such Redemption Request.
During such time or times as, in accordance with Section 105 hereof,
the Senior Insured Quarterly Notes are not represented by a Global Security and
are issued in definitive form, all references in this Section 108 to
Participants and the Depositary, including the Depositary's governing rules,
regulations and procedures shall be deemed deleted, all determinations which
under this Section 108 the Participants are required to make shall be made by
the Company (including, without limitation, determining whether the applicable
decedent is in fact the Beneficial Owner of the interest in the Senior Insured
Quarterly Notes to be redeemed or is in fact deceased and whether the
<PAGE> 7
Representative is duly authorized to request redemption on behalf of the
applicable Beneficial Owner), all redemption requests, to be effective, shall
be delivered by the Representative to the Trustee, with a copy to the Company,
and shall be in the form of a Redemption Request (with appropriate changes to
reflect the fact that such Redemption Request is being executed by a
Representative) and, in addition to all documents that are otherwise required
to accompany a Redemption Request, shall be accompanied by the Senior Insured
Quarterly Notes that are the subject of such request.
SECTION 109. Other Terms. The Senior Insured Quarterly Notes will
not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Senior Insured Quarterly Notes
shall, with respect to the principal thereof, be divisible by $1,000.
Except as provided herein, the Senior Insured Quarterly Notes will not
be redeemable.
ARTICLE 2
SPECIAL INSURANCE PROVISIONS
SECTION 201. Insurer as Third Party Beneficiary. To the extent that
the Indenture confers upon or gives or grants to the Insurer any right, remedy
or claim, the Insurer is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right remedy or claim conferred,
given or granted hereunder.
SECTION 202. Notices and Information. (a) The Company shall furnish
to the Insurer:
(1) Any notice that is required to be given to a Holder of
the Senior Insured Quarterly Notes or to the Trustee pursuant to the
Indenture.
(2) As soon as practicable after the filing thereof, a copy
of any financial statement of the Company and a copy of any audit and
annual report of the Company; a copy of any notice to be given to the
registered owners of the Senior Insured Quarterly Notes including,
without limitation, notice of any redemption of or defeasance of the
Senior Insured Quarterly Notes; and such additional information it may
reasonably request.
(b) The Company will permit the Insurer to have access to and to make
copies of all books and records relating to the Senior Insured Quarterly Notes
at any reasonable time.
(c) The Insurer shall have the right to direct an accounting at the
Company's expense, and the Company's failure to comply with such direction
within thirty days after receipt of written notice of the direction from the
Insurer shall be deemed a default hereunder; provided, however, that if
compliance cannot occur within such period, then such period will be extended
so long as compliance is begun within such period and diligently pursued, but
only if such extension would not materially adversely affect the interests of
any registered owner of the Senior Insured Quarterly Notes.
(d) Notwithstanding any other provision of the Indenture, the Trustee
and the Company shall immediately notify the Insurer in accordance with Section
206 if at any time after such amounts are due to be paid to the Trustee or
Paying Agent there are insufficient moneys to make any payments of principal
and/or interest as required and promptly upon the occurrence of any Event of
Default hereunder.
All notices and information required to be given to the Insurer shall
be in writing and shall be sent by overnight delivery to Ambac Assurance
Corporation, One State Street Plaza, New York, NY 10004, Attention: Dennis
Pidherny.
<PAGE> 8
SECTION 203. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply notwithstanding anything in the
Indenture to the contrary, but only so long as the Policy shall be in full
force and effect and the Insurer is not in default thereunder.
SECTION 204. Amendments or Supplements. (a) Any provision of the
Indenture expressly recognizing or granting rights in or to the Insurer may not
be amended in any manner which affects the rights of the Insurer hereunder
without the prior written consent of the Insurer.
(b) The Insurer's consent shall be required in addition to the consent
of Holders of the Senior Insured Quarterly Notes, when required, for the
following purposes: (i) execution and delivery of any supplemental indenture or
any amendment, supplement or change to or modification of the Indenture; (ii)
removal of the Trustee or Paying Agent and selection and appointment of any
successor trustee or paying agent; and (iii) initiation or approval of any
action not described in (i) or (ii) above which requires the consent of Holders
of the Senior Insured Quarterly Notes.
SECTION 205. Defeasance. Notwithstanding anything herein to the
contrary, in the event that the principal and/or interest due on the Senior
Insured Quarterly Notes shall be paid by the Insurer pursuant to the Policy,
the Senior Insured Quarterly Notes shall remain Outstanding for all purposes,
not be defeased or otherwise satisfied and not be considered paid by the
Company, and the assignment and pledge of moneys held in trust by the Trustee
and all covenants, agreements and other obligations of the Company to the
registered owners shall continue to exist and shall run to the benefit of the
Insurer, and the Insurer shall be subrogated to the rights of such registered
owners.
SECTION 206. Insurer's Rights to Notice; Subrogation. As long as the
Policy shall be in full force and effect, the Company, the Trustee and any
Paying Agent agree to comply with the following provisions:
If the Trustee or Paying Agent determines that there will be
insufficient funds to pay the principal of or interest on the Senior Insured
Quarterly Notes on an Interest Payment Date, the Trustee or Paying Agent shall
so notify the Insurer. Such notice shall specify the amount of the anticipated
deficiency, the Senior Insured Quarterly Notes to which such deficiency is
applicable and whether such Senior Insured Quarterly Notes will be deficient as
to principal or interest, or both. The Insurer will make payments of principal
or interest due on the Senior Insured Quarterly Notes on or before the first
day next following the date on which the Insurer shall have received notice of
nonpayment from the Trustee or Paying Agent.
The Trustee or Paying Agent shall, after giving notice to the Insurer
as provided in (a) above, make available to the Insurer and, at the Insurer's
direction, to the Insurance Trustee, the registration books of the Company
maintained by the Trustee or Paying Agent and all records relating to the
Senior Insured Quarterly Notes maintained under the Indenture.
The Trustee or Paying Agent shall provide the Insurer and the
Insurance Trustee with a list of registered owners of Senior Insured Quarterly
Notes entitled to receive principal or interest payments from the Insurer under
the terms of the Policy, and shall make arrangements with the Insurance Trustee
(i) to mail checks or pay by wire transfer to the registered owners of Senior
Insured Quarterly Notes entitled to receive all or partial interest payments
from the Insurer and (ii) to pay principal upon Senior Insured Quarterly Notes
surrendered to the Insurance Trustee by the registered owners of Senior Insured
Quarterly Notes entitled to receive full or partial principal payments from the
Insurer.
The Trustee or Paying Agent shall, at the time it provides notice to
the Insurer pursuant to (a) above, notify registered owners of Senior Insured
Quarterly Notes entitled to receive the payment of principal or interest
thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the
Insurer will remit to them all or a part of the interest payments next coming
due upon proof of any Holder's entitlement to interest payments and delivery to
the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to payment, (iii) that
should they be entitled to receive full payment of principal from the Insurer,
they must surrender their Senior Insured Quarterly Notes (along with an
appropriate instrument of assignment in form satisfactory to the Insurance
Trustee to permit ownership of such Senior Insured Quarterly Notes to be
registered in the name of the Insurer) for payment to the Insurance Trustee,
and not the Trustee or Paying Agent and (iv) that should they be entitled to
receive partial payment of principal from the Insurer, they must surrender
their Senior Insured Quarterly Notes for payment thereon first to the Trustee
or Paying Agent who shall note on such Senior Insured
<PAGE> 9
Quarterly Notes the portion of the principal paid by the Company through the
Trustee or Paying Agent and then, along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of principal.
In the event that the Trustee or Paying Agent has notice that any
payment of principal of or interest on Senior Insured Quarterly Notes which has
become Due for Payment (as defined in the Policy) and which is made to a Holder
of Senior Insured Quarterly Notes by or on behalf of the Company has been
deemed a preferential transfer and theretofore recovered from its registered
owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy
in accordance with the final, nonappealable order of a court having competent
jurisdiction, the Trustee or Paying Agent shall, at the time the Insurer is
notified pursuant to (a) above, notify all registered owners that in the event
that any registered owner's payment is so recovered, such registered owner will
be entitled to payment from the Insurer to the extent of such recovery if
sufficient funds are not otherwise available, and the Trustee or Paying Agent
shall furnish to the Insurer its records evidencing the payments of principal
of and interest on the Senior Insured Quarterly Notes which have been made by
the Trustee or Paying Agent and subsequently recovered from registered owners
and the dates on which such payments were made.
In addition to those rights granted the Insurer under the Indenture,
the Insurer shall, to the extent it makes payment of principal of or interest
on the Senior Insured Quarterly Notes, become subrogated to the rights of the
recipients of such payments in accordance with the terms of the Policy, and to
evidence such subrogation (i) in the case of subrogation as to claims for past
due interest, the Trustee or Paying Agent shall note the Insurer's rights as
subrogee on the registration books of the Company maintained by the Trustee or
Paying Agent upon receipt from the Insurer of proof of the payment of interest
thereon to the registered owners of the Senior Insured Quarterly Notes, and
(ii) in the case of subrogation as to claims for past due principal, the
Trustee or Paying Agent shall note the Insurer's rights as subrogee on the
registration books of the Company maintained by the Trustee or Paying Agent
upon surrender of the Senior Insured Quarterly Notes by the registered owners
thereof together with proof from the Insurer of the payment of principal
thereof.
SECTION 207. Insurer's Rights Concerning the Trustee .
(a) The Trustee or Paying Agent may be removed at any time, at the
request of the Insurer, for any breach of its duties as set forth in the
Indenture.
(b) The Insurer shall receive prompt written notice of any Trustee or
Paying Agent resignation.
(c) Every successor Trustee appointed pursuant to this Section shall
be a trust company or bank in good standing located in or incorporated under
the laws of the United States or any State thereof, duly authorized to exercise
trust powers and subject to examination by federal or state authority, having a
reported capital and surplus of not less than $75,000,000 and acceptable to the
Insurer. Any successor Paying Agent shall not be appointed unless the Insurer
approves such successor in writing.
(d) Notwithstanding any other provision of the Indenture, in
determining whether the rights of the Holders of Senior Insured Quarterly Notes
will be adversely affected by any action taken pursuant to the terms and
provisions of the Indenture, the Trustee or Paying Agent shall consider the
effect on the Holders of Senior Insured Quarterly Notes as if there were no
Policy.
(e) Notwithstanding any other provision of the Indenture, no removal,
resignation or termination of the Trustee or Paying Agent shall take effect
until a successor, acceptable to the Insurer, shall be appointed.
SECTION 208. Insurer's Right to Accelerate, etc.. Anything in the
Indenture to the contrary notwithstanding, upon the occurrence and continuance
of an Event of Default, so long as the Policy shall be in full force and effect
and the Insurer is not in default under the terms of the Policy, the Insurer
shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Holders of Senior Insured Quarterly Notes or the
Trustee for the benefit of the Holders of Senior Insured Quarterly Notes under
the Indenture, including, without limitation: (i) the right to accelerate the
principal of the Senior Insured Quarterly Notes as described in the Indenture,
and (ii) the right to annul any declaration of acceleration, and the Insurer
shall also be entitled to approve all waivers of Events of Default.
<PAGE> 10
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 301. Recitals by Company. The recitals in this First
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Senior Insured Quarterly Notes and of this First
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
SECTION 302. Ratification and Incorporation of Original Indenture.
The Original Indenture is in all respects ratified and confirmed, and the
Original Indenture and this First Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that, in case of
conflict between this First Supplemental Indenture and the Original Indenture,
this First Supplemental Indenture shall control.
SECTION 303. Executed in Counterparts. This First Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
SECTION 304. Parties Interested Herein. Nothing in the Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give or grant to, any person or entity, other than the Company, the Trustee,
the Insurer, the Paying Agent and the registered owners of the Senior Insured
Quarterly Notes, any right, remedy or claim under or by reason of the Indenture
or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in the Indenture contained by and on
behalf of the Company shall be for the sole and exclusive benefit of the
Company, the Trustee, the Insurer, the Paying Agent and the registered owners
of the Senior Insured Quarterly Notes.
IN WITNESS WHEREOF, each party hereto has caused this First
Supplemental Indenture to be signed in its name and behalf by its duly
authorized officers or signatories, all as of the day and year first above
written.
ONEOK, Inc.
By:
--------------------------------
Name:
Title:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee
By:
--------------------------------
Authorized Signatory
<PAGE> 11
EXHIBIT A
FORM OF SENIOR INSURED QUARTERLY NOTE
<PAGE> 12
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Insured Quarterly Notes referred to in the
within-mentioned Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Dated:
----------------------
<PAGE> 13
EXHIBIT C
FORM OF REQUEST FOR REDEMPTION
ONEOK, Inc.
6.50% Senior Insured Quarterly Notes
due September 30, 2028
CUSIP No.
The undersigned Participant does hereby certify, pursuant to Section
108 of the First Supplemental Indenture dated as of September 24, 1998 to the
Indenture dated as of September 24, 1998 between ONEOK, Inc. (the "Company")
and Chase Bank of Texas, National Association, as trustee (the "Trustee"), to
the Company and the Trustee that:
1. [Name of deceased Beneficial Owner] is deceased.
2. [Name of deceased Beneficial Owner] had a $________ interest
in the Company's 6.50% Senior Insured Quarterly Notes due September 30, 2028
(the "Senior Insured Quarterly Notes").
3. [Name of Representative] is [Beneficial Owner's personal
representative/other person authorized to represent the estate of the
Beneficial Owner/surviving joint tenant/surviving tenant by the entirety] of
[Name of deceased Beneficial Owner] and has delivered to the undersigned a
request for redemption in form satisfactory to the undersigned, requesting that
$_______ [$1,000 or an integral multiple thereof] be redeemed pursuant to said
Section 108. Such request and the documents accompanying such request, all of
which are satisfactory to the undersigned, are delivered herewith.
4. [Name of Participant] holds the interest in the Senior Insured
Quarterly Notes with respect to which this Request for Redemption is being made
on behalf of [Name of deceased Beneficial Owner].
IN WITNESS WHEREOF, the undersigned has executed this Request for
Redemption as of _____________, ____.
[Name of Participant]
By:
Name:
Title:
<PAGE> 1
EXHIBIT (5)(b)
ONEOK, INC.
6 7/8% DEBENTURES
Due September 30, 2028
---------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of September 25, 1998
---------------
Chase Bank of Texas, National Association
TRUSTEE
THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 25th day of
September, 1998, by and between ONEOK, Inc., an Oklahoma corporation (the
"Company"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking
association (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated
as of September 24, 1998 (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture (but not the First Supplemental
Indenture) is incorporated herein by this reference and the Original Indenture,
as supplemented by this Second Supplemental Indenture (but not the First
Supplemental Indenture), is herein called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may
at any time be established pursuant to a supplemental indenture executed by the
Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a new
series of Securities; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this Second Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
6 7/8% DEBENTURES
SECTION 101. Establishment. There is hereby established a new series
of Securities to be issued under the Indenture, to be designated as the
Company's 6 7/8% Debentures due September 30, 2028 (the "Debentures").
There are to be authenticated and delivered $100,000,000 principal
amount of Debentures to be issued at 100% of principal amount. The Company
shall have the right to issue additional Debentures at any time upon compliance
with the provisions of the Indenture for the issuance of additional amounts of
Securities. The Debentures shall be issued in definitive fully registered
form.
<PAGE> 2
The Debentures shall be issued in the form of one Global Security in
substantially the form set out in Exhibit A hereto. The initial Depositary
with respect to the Debentures shall be The Depository Trust Company.
The Company will not pay Additional Amounts, as defined in Section
1008 of the Original Indenture.
The form of the Trustee's Certificate of Authentication for the
Debentures shall be in substantially the form set forth in Exhibit B hereto.
Each Debenture shall be dated the date of authentication thereof and
shall bear interest from the Original Issue Date.
The interest rate on the Debentures will not be reset pursuant to
Section 308(b) of the Original Indenture and the stated maturity shall not be
extended pursuant to Section 309 of the Original Indenture.
SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Original Indenture.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0.200%.
"Comparable Treasury Issue" means the United States Treasury security selected
by a Quotation Agent as having a maturity comparable to the remaining term of
the Debentures to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Debentures.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (a) the
average of the Reference Treasury Dealer Quotations for such Redemption Date or
(b) if the Company obtains fewer than two such Reference Treasury Dealer
Quotations, such Reference Treasury Dealer Quotations.
"Interest Payment Dates" means April 1 and October 1 of each year.
"Original Issue Date" means September 30, 1998.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by the
Company and certified to the Trustee by the Company.
"Reference Treasury Dealer" means each of BancAmerica Securities, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government Securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer
and certify same to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
Company and certified to the Trustee by the Company, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Company by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
Redemption Date.
<PAGE> 3
"Regular Record Date" means March 15, in the case of an April 1 Interest
Payment Date, and September 15, in the case of an October 1 Interest Payment
Date.
"Stated Maturity" means September 30, 2028.
SECTION 103. Payment of Principal and Interest. The principal of the
Debentures shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Debentures shall bear interest at the rate of 6
7/8% per annum until paid or duly provided for. Interest shall be paid
semiannually in arrears on each Interest Payment Date to the Person in whose
name the Debentures are registered on the Regular Record Date for such Interest
Payment Date and on Stated Maturity. Accrued interest paid on Stated Maturity
shall be paid to the Person to whom principal is paid. Any such interest that
is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to
the Person or Persons in whose name the Debentures are registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the
Debentures not less than ten days prior to such Special Record Date.
Payments of interest on the Debentures will include interest accrued
to but excluding the respective Interest Payment Date. Interest payments for
the Debentures shall be computed and paid on the basis of a 360-day year of
twelve 30-day months.
Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Debentures shall be made upon surrender of the
Debentures at the office or agency of the Company in the Borough of Manhattan,
City and State of New York or at the Corporate Trust Office of the Trustee.
The principal of and interest on the Debentures shall be paid in such currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. Payments of interest will be made at the
option of the Company, (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer to an account located in the United States maintained by the
payee.
SECTION 104. Denominations. The Debentures may be issued in
denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Debentures will be issued in the
form of one or more Global Securities registered in the name of the Depositary
or its nominee. Except under the limited circumstances described below,
Debentures represented by the Global Security will not be exchangeable for, and
will not otherwise be issuable as, Debentures in definitive form. The Global
Securities described above may not be transferred except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or to a successor Depositary or its
nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Debenture shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.
A Global Security shall be exchangeable for Debentures registered in
the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act
as such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Debentures.
SECTION 106. Transfer. No service charge will be made for any
transfer or exchange of Debentures, but payment will be required of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
<PAGE> 4
SECTION 107. Redemption at the Company's Option. The Debentures will
be redeemable, in whole or in part, at any time at the option of the Company at
a redemption price (the "Redemption Price") equal to the greater of (i) 100% of
the principal amount of such Debentures or (ii) as determined by a Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest discounted to the date of redemption (the "Redemption
Date") on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued but
unpaid interest to the Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder of the Debentures to be
redeemed. Unless the Company defaults in payment of the Redemption Price,
interest will cease to accrue on the Debentures or portions thereof called for
redemption on and after the Redemption Date.
SECTION 108. Other Terms.
The Debentures will not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Debentures shall, with respect
to the principal thereof, be divisible by $1,000.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Second
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Debentures and of this Second Supplemental Indenture
as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture.
The Original Indenture is in all respects ratified and confirmed, and the
Original Indenture and this Second Supplemental Indenture shall be read, taken
and construed as one and the same instrument; provided that, in case of
conflict between this Second Supplemental Indenture and the Original Indenture,
this Second Supplemental Indenture shall control.
SECTION 203. Executed in Counterparts. This Second Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
SECTION 204. Parties Interested Herein. Nothing in the Indenture
expressed or implied is intended or shall be construed to confer upon, or to
give or grant to, any person or entity, other than the Company, the Trustee,
the Paying Agent and the registered owners of the Debentures, any right, remedy
or claim under or by reason of the Indenture or any covenant, condition or
stipulation hereof, and all covenants, stipulations, promises and agreements in
the Indenture contained by and on behalf of the Company shall be for the sole
and exclusive benefit of the Company, the Trustee, the Paying Agent and the
registered owners of the Debentures.
IN WITNESS WHEREOF, each party hereto has caused this Second
Supplemental Indenture to be signed in its name and behalf by its duly
authorized officers or signatories, all as of the day and year first above
written.
ONEOK, INC.
By:
-------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------------
Authorized Signatory
<PAGE> 5
EXHIBIT A
FORM OF DEBENTURE
<PAGE> 6
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned
Indenture.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
Dated:
---------------------
