<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 333-62279
PROSPECTUS SUPPLEMENT RATINGS:
(TO PROSPECTUS DATED SEPTEMBER 4, 1998) STANDARD & POOR'S: "AAA"
MOODY'S: "AAA"
(SEE "RATINGS" HEREIN)
$100,000,000
[LOGO OF ONEOK APPEARS HERE]
6.50% SENIOR INSURED QUARTERLY NOTES DUE SEPTEMBER 30, 2028
(IQ NOTESSM*)
---------------------
INTEREST ON THE 6.50% SENIOR INSURED QUARTERLY NOTES DUE SEPTEMBER 30, 2028
(THE "SENIOR INSURED QUARTERLY NOTES") AT THE RATE OF 6.50% PER ANNUM (THE
"SECURITIES RATE") WILL BE PAYABLE QUARTERLY IN ARREARS ON FEBRUARY 28, MAY
31, AUGUST 31 AND NOVEMBER 30 OF EACH YEAR AND ON THE DATE OF MATURITY (EACH,
AN "INTEREST PAYMENT DATE"), COMMENCING NOVEMBER 30, 1998. THE SENIOR INSURED
QUARTERLY NOTES WILL BE REDEEMABLE AT 100% OF THE PRINCIPAL AMOUNT REDEEMED
PLUS ACCRUED INTEREST TO THE REDEMPTION DATE AT THE OPTION OF ONEOK, INC.
(ONEOK, INC. AND, WHERE THE CONTEXT SO REQUIRES, ONEOK, INC. TOGETHER WITH ITS
SUBSIDIARIES, THE "COMPANY") IN WHOLE OR IN PART ON OR AFTER OCTOBER 1, 2003.
IN ADDITION, AT THE OPTION OF ANY DECEASED BENEFICIAL OWNER'S REPRESENTATIVE
(EACH AS DEFINED HEREIN), INTERESTS IN THE SENIOR INSURED QUARTERLY NOTES ARE
REDEEMABLE AT 100% OF THEIR PRINCIPAL AMOUNT, PLUS ACCRUED INTEREST, SUBJECT
TO CERTAIN LIMITATIONS. SEE "DESCRIPTION OF THE SENIOR INSURED QUARTERLY
NOTES--LIMITED RIGHT OF REDEMPTION UPON DEATH OF BENEFICIAL OWNER." THE SENIOR
INSURED QUARTERLY NOTES WILL BE AVAILABLE FOR PURCHASE IN DENOMINATIONS OF
$1,000 AND ANY INTEGRAL MULTIPLE THEREOF.
THE SENIOR INSURED QUARTERLY NOTES WILL BE DIRECT, UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF THE COMPANY RANKING PARI PASSU WITH ALL OTHER
UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE COMPANY. THE INDENTURE DATED
SEPTEMBER 24, 1998, AS AMENDED AND SUPPLEMENTED (THE "INDENTURE"), CONTAINS NO
RESTRICTIONS ON THE AMOUNT OF ADDITIONAL INDEBTEDNESS THAT MAY BE INCURRED BY
THE COMPANY.
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SENIOR INSURED QUARTERLY
NOTES WHEN DUE WILL BE INSURED BY A FINANCIAL GUARANTY INSURANCE POLICY (THE
"POLICY") TO BE ISSUED BY AMBAC ASSURANCE CORPORATION (THE "INSURER")
SIMULTANEOUSLY WITH THE DELIVERY OF THE SENIOR INSURED QUARTERLY NOTES.
[LOGO OF AMBAC APPEARS HERE]
THE SENIOR INSURED QUARTERLY NOTES INITIALLY WILL BE REPRESENTED BY A GLOBAL
CERTIFICATE OR CERTIFICATES REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR ITS NOMINEE. BENEFICIAL INTERESTS IN THE SENIOR INSURED
QUARTERLY NOTES WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY
THROUGH, RECORDS MAINTAINED BY PARTICIPANTS (AS DEFINED HEREIN) IN DTC. EXCEPT
AS DESCRIBED HEREIN, SENIOR INSURED QUARTERLY NOTES IN CERTIFICATED FORM WILL
NOT BE ISSUED IN EXCHANGE FOR THE GLOBAL CERTIFICATES. SEE "DESCRIPTION OF THE
SENIOR INSURED QUARTERLY NOTES--BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST
COMPANY."
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE UNDERWRITER HAS AGREED TO PURCHASE THE SENIOR INSURED QUARTERLY NOTES AT
96.85% OF THEIR PRINCIPAL AMOUNT ($96,850,000 AGGREGATE PROCEEDS TO THE
COMPANY, BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT
$420,000), SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE UNDERWRITING
AGREEMENT.
THE UNDERWRITER PROPOSES TO OFFER THE SENIOR INSURED QUARTERLY NOTES FROM
TIME TO TIME FOR SALE IN ONE OR MORE NEGOTIATED TRANSACTIONS OR OTHERWISE, AT
MARKET PRICES PREVAILING AT THE TIME OF SALE, AT PRICES RELATED TO SUCH
PREVAILING MARKET PRICES OR AT NEGOTIATED PRICES. FOR FURTHER INFORMATION WITH
RESPECT TO THE PLAN OF DISTRIBUTION AND ANY DISCOUNTS, COMMISSIONS OR PROFITS
ON RESALE THAT MAY BE DEEMED UNDERWRITING DISCOUNTS OR COMMISSIONS, SEE
"UNDERWRITING" HEREIN.
---------------------
THE SENIOR INSURED QUARTERLY NOTES ARE OFFERED BY THE UNDERWRITER, AS
SPECIFIED HEREIN, SUBJECT TO RECEIPT AND ACCEPTANCE BY IT AND SUBJECT TO ITS
RIGHT TO REJECT ANY ORDER IN WHOLE OR IN PART. IT IS EXPECTED THAT DELIVERY OF
THE SENIOR INSURED QUARTERLY NOTES WILL BE MADE IN BOOK-ENTRY FORM ONLY
THROUGH THE FACILITIES OF DTC IN NEW YORK, NEW YORK ON OR ABOUT SEPTEMBER 29,
1998 AGAINST PAYMENT THEREFOR IN IMMEDIATELY AVAILABLE FUNDS.
- --------
*IQ NOTES IS A SERVICE MARK OF EDWARD D. JONES & CO., L.P.
EDWARD D. JONES & CO., L.P.
---------------------
The date of this Prospectus Supplement is September 24, 1998.
<PAGE>
SUMMARY OF OFFERING
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Capitalized terms not otherwise defined shall have
the meanings assigned in the Glossary.
The Company................. The Company is a corporation organized under the
laws of the State of Oklahoma. Its predecessor
was founded in 1906 as Oklahoma Natural Gas
Company. The Company operates in Oklahoma and
Kansas. The mailing address of the Company's
principal executive offices is 100 West Fifth
Street, Tulsa, Oklahoma 74103 and the telephone
number is (918) 588-7000. See "The Company."
Senior Insured Quarterly
Notes Offered...............
The Company is offering $100,000,000 aggregate
principal amount of its Senior Insured Quarterly
Notes. Interest on the Senior Insured Quarterly
Notes will be payable quarterly in arrears on
February 28, May 31, August 31 and November 30 of
each year commencing on November 30, 1998 and on
the date of maturity.
Date of Maturity............ The Senior Insured Quarterly Notes will mature on
September 30, 2028.
Record Date................. The regular record date for each Interest Payment
Date will be the close of business on the 15th
calendar day in the month in which such Interest
Payment Date occurs.
Ranking..................... The Senior Insured Quarterly Notes will be
direct, unsecured and unsubordinated obligations
of the Company ranking pari passu with all other
unsecured and unsubordinated obligations of the
Company, including the Company's proposed
offering of Debentures, for which a preliminary
prospectus supplement has been filed with the
Securities and Exchange Commission (the
"Commission"). The Indenture contains no
restrictions on the amount of additional
indebtedness that may be incurred by the Company.
Company's Optional The Senior Insured Quarterly Notes will be
Redemption.................. redeemable by the Company (in whole or in part),
from time to time on or after October 1, 2003, at
100% of the principal amount to be redeemed plus
accrued interest to the redemption date. See
"Description of the Senior Insured Quarterly
Notes--Optional Redemption" herein.
Beneficial Owner's
Redemption Privilege.......
At the option of any deceased Beneficial Owner's
Representative, interests in the Senior Insured
Quarterly Notes are redeemable at 100% of their
principal amount, plus accrued interest, subject
to the maximum principal amounts of $30,000 per
deceased Beneficial Owner and $3,000,000 in the
aggregate for all deceased Beneficial Owners
during the initial period ending September 30,
1999 and during each twelve-month period
thereafter. See "Description of the Senior
Insured Quarterly Notes--Limited Right of
Redemption upon Death of Beneficial Owner."
Insurance................... Payment of the principal of and interest on the
Senior Insured Quarterly Notes when due will be
insured by the Policy to be issued by the Insurer
simultaneously with the delivery of the Senior
Insured Quarterly Notes. See "The Policy and the
Insurer."
S-2
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
August 31, 1998, the pro-forma capitalization of the Company reflecting the
Company's proposed issuance of Debentures, for which a preliminary prospectus
supplement has been filed with the Commission, and the pro forma
capitalization, as adjusted, of the Company to reflect the issuance of the
Senior Insured Quarterly Notes. The following data is qualified in its
entirety by reference to and, therefore, should be read together with, the
detailed information and financial statements appearing in the documents
incorporated herein and in the Prospectus by reference.
<TABLE>
<CAPTION>
AS OF AUGUST 31, 1998
---------------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
---------- ------------------- -------------------
(THOUSANDS EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C> <C>
Senior Insured Quarterly
Notes................... $ -- $ -- --% $ 100,000 6.0%
Debentures............... -- 100,000 6.3 100,000 6.0
Other Long-Term Debt
(Excluding Current
Portion)................ 312,355 312,355 19.8 312,355 18.5
Convertible Preferred
Stock................... 568,322 568,322 35.9 568,322 33.8
Common Shareholders'
Equity.................. 600,549 600,549 38.0 600,549 35.7
---------- ---------- -------- ---------- --------
Total Capitalization... $1,481,226 $1,581,226 100.0% $1,681,226 100.0%
========== ========== ======== ========== ========
Short-Term Notes
Payable................. $ 212,000 $ 112,000 $ 12,000
========== ========== ==========
</TABLE>
USE OF PROCEEDS
The proceeds from the sale of the Senior Insured Quarterly Notes will be
used by the Company to repay borrowings incurred under the Amended and
Restated Credit Agreement dated as of August 12, 1998 and for general
corporate purposes. Borrowings under the Amended and Restated Credit Agreement
were used for general working capital requirements and to finance the
acquisition of certain natural gas and oil reserves during fiscal 1998. The
Amended and Restated Credit Agreement provides for a fluctuating interest rate
for outstanding borrowings, which was 5.832% as of August 31, 1998.
S-3
<PAGE>
THE COMPANY
The Company engages in several aspects of the energy business providing
environmentally clean fuels and products. 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 transportation. 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. The Company's business units are characterized as operating within
either a rate regulated environment (regulated operations) or a nonregulated
environment (nonregulated operations).
The regulated business unit provides natural gas distribution,
transportation, gas supply, and storage services in Oklahoma and Kansas. The
Company's operations in Oklahoma are conducted through Oklahoma Natural Gas
Company Division, ONEOK Gas Transportation Company Division and three wholly-
owned subsidiaries, ONG Transmission Company, ONEOK Gas Transportation,
L.L.C., and ONG Sayre Storage Company (such companies collectively, "ONG").
The Company's operations in Kansas are conducted through Kansas Gas Service
Company Division and Mid Continent Market Center, a wholly owned
transportation company (together, "KGS"). KGS's regulated gas operations are
primarily engaged in distribution and intrastate gas transportation, as well
as gas wheeling, parking, balancing and storage services. KGS serves
residential, commercial, and industrial customers in about 67 percent of
Kansas. KGS also conducts regulated gas distribution operations in
northeastern Oklahoma.
The nonregulated business unit includes the following core business
segments: natural gas marketing activities conducted primarily by ONEOK Gas
Marketing Company; gas processing and gas gathering activities conducted
primarily by ONEOK Gas Processing, L.L.C., and ONEOK Producer Services,
L.L.C.; and production activities conducted by ONEOK Resources Company. Other
businesses include ONEOK Leasing Company, which leases and operates a
headquarters building, and ONEOK Parking Company, which owns and operates a
parking garage. ONEOK Power Marketing Company has been formed for the purpose
of the wholesale marketing of electricity but has not yet begun operations.
RECENT REGULATORY DEVELOPMENTS
The Oklahoma Corporation Commission recently promulgated rules to
restructure Oklahoma's natural gas utility industry which require gas utility
companies to "unbundle" their natural gas utility services in the State of
Oklahoma. In compliance with such rules, the Company filed an application to
unbundle its services upstream of the city gates of its distribution systems.
On July 31, 1998, the Commission issued an interim Order separating ONG's
utility services into distribution, transportation, gas supply, storage and
gathering services. The interim Order directed that services upstream of the
city gate for distribution systems (i.e., transportation, gas supply, storage
and gathering services) be obtained through a competitive bid process. The
interim Order also established the cost of services allocated to the various
services. The Company filed a motion with the Oklahoma Supreme Court appealing
the interim Order. The matter remains on appeal.
S-4
<PAGE>
SUMMARY SELECTED HISTORICAL DATA
The summary selected historical financial data presented below for each of
the years in the five-year period ended August 31, 1998 has been derived from
the consolidated financial statements of ONEOK, Inc. and subsidiaries. The
consolidated financial statements as of August 31, 1998 and 1997 and for each
of the three years in the period ended August 31, 1998 are included in the
Company's 1998 Form 10-K.
<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED AUGUST 31,
--------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Operating revenues...... $1,835.4 $1,161.9 $1,224.3 $ 954.2 $ 784.1
Income before interest
and income taxes....... 203.5 128.8 121.0 105.5 92.0
Net income.............. 101.8 59.3 52.8 42.8 36.2
Preferred stock
dividends.............. 27.0 0.3 0.4 0.4 0.4
Income available for
common stock........... 74.8 59.0 52.4 42.4 35.8
Earnings per share
Basic................... $ 2.44 $ 2.13 $ 1.93 $ 1.58 $ 1.34
Diluted................. 2.23 2.13 1.93 1.58 1.34
Cash dividends paid per
common share............ $ 1.20 $ 1.20 $ 1.18 $ 1.12 $ 1.11
Balance sheet data:
Total assets............ $2,422.5 $1,237.4 $1,219.9 $1,181.2 $1,148.1
Long-term debt(a)....... 329.3 347.1 351.9 363.9 376.9
Preferred stock......... 568.3 -- 9.0 9.0 9.0
Total common equity..... 600.5 462.6 414.7 388.6 370.5
</TABLE>
- --------
(a)Includes the current portion of long-term debt.
S-5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges and
the ratio of earnings to combined fixed charges and preferred stock dividend
requirements for the Company and subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED AUGUST
31,
-----------------------------
1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges (a).......... 5.50x 3.51x 3.28x 2.70x 2.52x
Ratio of earnings to combined fixed charges and
preferred stock dividend requirements (b)...... 3.20x 3.48x 3.24x 2.67x 2.49x
</TABLE>
- --------
(a) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consists of net income plus fixed charges and income taxes.
"Fixed charges" consists of interest charges, the representative interest
portion of operating leases and the amortization of debt issue costs.
(b) For purposes of computing the ratio of earnings to combined fixed charges
and preferred dividend requirements, "earnings" consists of net income
plus fixed charges and income taxes. "Fixed charges" consists of interest
charges, the amortization of debt issue costs and the representative
interest portion of operating leases. "Preferred dividend requirements"
consists of the pre-tax preferred dividend requirement.
DESCRIPTION OF THE SENIOR INSURED QUARTERLY NOTES
Set forth below is a description of the specific terms of the Senior Insured
Quarterly Notes. This description supplements, and should be read together
with, the description of the general terms and provisions of the Securities
set forth in the accompanying Prospectus under the caption "Description of
Securities." The following description does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the description
in the accompanying Prospectus and the Indenture.
GENERAL
The Senior Insured Quarterly Notes will be issued as a series of Securities
under the Indenture. The Senior Insured Quarterly Notes will be limited in
aggregate principal amount to $100,000,000.
The entire principal amount of the Senior Insured Quarterly Notes will
mature and become due and payable, together with any accrued and unpaid
interest thereon, on September 30, 2028. The Senior Insured Quarterly Notes
are not subject to any sinking fund provision.
INTEREST
Each Senior Insured Quarterly Note shall bear interest at the Securities
Rate from the date of original issuance, payable quarterly in arrears on
February 28, May 31, August 31 and November 30 of each year and on the date of
maturity to the person in whose name such Senior Insured Quarterly Note is
registered at the close of business on the fifteenth calendar day of the month
in which the respective Interest Payment Date occurs. The initial Interest
Payment Date is November 30, 1998. The amount of interest payable will be
computed on the basis of a 360-day year of twelve 30-day months. In the event
that any date on which interest is payable on the Senior Insured Quarterly
Notes is not a Business Day, then payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date.
SPECIAL INSURANCE PROVISIONS OF THE INDENTURE
Notwithstanding any other provision of the Indenture, so long as the Insurer
is not in default under the Policy, the Insurer shall be entitled to control
and direct the enforcement of all rights and remedies with respect to the
Senior Insured Quarterly Notes upon the occurrence and continuation of an
Event of Default.
S-6
<PAGE>
OPTIONAL REDEMPTION
The Company shall have the right to redeem the Senior Insured Quarterly
Notes, in whole or in part, without premium, from time to time, on or after
October 1, 2003, upon not less than 30 nor more than 60 days' notice, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus any
accrued and unpaid interest to the Redemption Date.
If notice of redemption is given as aforesaid, the Senior Insured Quarterly
Notes so to be redeemed shall, on the Redemption Date, become due and payable
at the Redemption Price together with any accrued interest thereon, and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Senior Insured Quarterly Notes
shall cease to bear interest. If any Senior Insured Quarterly Note called for
redemption shall not be paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Redemption Date at the
Securities Rate.
Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Senior
Insured Quarterly Notes by tender, in the open market or by private agreement.
LIMITED RIGHT OF REDEMPTION UPON DEATH OF BENEFICIAL OWNER
Unless the Senior Insured Quarterly Notes have been declared due and payable
prior to their maturity by reason of an Event of Default (as defined in the
accompanying Prospectus), the Representative (as defined herein) of a deceased
Beneficial Owner (as defined herein) has the right to request redemption at
par of all or part of such interest, expressed in integral multiples of $1,000
principal amount, in the Senior Insured Quarterly Notes for payment prior to
maturity, 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 issuance of the Senior Insured Quarterly Notes 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. Representatives of deceased Beneficial
Owners must make arrangements with the Participant (as defined herein) through
whom such interest is owned in order that timely presentation of redemption
requests can be made by the Participant and, in turn, by DTC to the Trustee.
If the Company, although not obligated to do so, chooses to redeem interests
of a deceased Beneficial Owner in the Senior Insured Quarterly Notes in the
Initial Period or in 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 aggregate 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 the $3,000,000 limitations, the Company will,
after the death of any Beneficial Owner, redeem the interest of the Beneficial
Owner in the Senior Insured Quarterly Notes within 60 days following receipt
by the Trustee of a Redemption Request (as defined herein). If, during the
Initial Period or any Subsequent Period, Redemption Requests exceed the
aggregate principal amount of interests in Senior Insured Quarterly Notes
required to be redeemed, then such excess Redemption Requests will be applied
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.
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 a 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
S-7
<PAGE>
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 DTC a request for redemption substantially in the form
attached as an exhibit to the Indenture (a "Redemption Request"), accompanied
by the documents submitted to the Participant as above provided, and DTC 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.
The price to be paid by the Company for an interest in the Senior Insured
Quarterly Notes to be redeemed pursuant to a request on behalf of a deceased
Beneficial Owner is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest to the date of payment. Subject to
arrangements with DTC, payment for interests in the Senior Insured Quarterly
Notes which are to be redeemed shall be made to DTC 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 DTC which are to be fulfilled in connection with such payment. Any
acquisition of Senior Insured Quarterly Notes by the Company other than by
redemption at the option of any Representative of a deceased Beneficial Owner
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.
Interests in the 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 in common, tenant by the
entirety or joint tenant will be deemed the death of a Beneficial Owner. The
death of a person who, during such person's lifetime, was entitled to
substantially all of the rights of a Beneficial Owner of an interest in the
Senior 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 interest 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 of 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 a Redemption Request which is presented on behalf of a
deceased Beneficial Owner and which has not been fulfilled at the time the
Company gives notice of its election to redeem the Senior Insured Quarterly
Notes, the interests in the Senior Insured Quarterly Notes which are the
subject of such Redemption Request shall not be eligible for redemption
pursuant to the Company's option to redeem but shall remain subject to
redemption pursuant to such Redemption Request.
Subject to the provisions of the immediately preceding paragraph, any
Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by DTC prior to payment for redemption of
the interest in the Senior Insured Quarterly Notes by reason of the death of a
Beneficial Owner.
The Company is legally obligated to redeem Senior Insured Quarterly Notes
and interests of Beneficial Owners therein properly presented for redemption
pursuant to a Redemption Request in accordance with and subject to the terms,
conditions and limitations of the Indenture, as summarized above. The
Company's redemption obligation is not cumulative. Nothing in the Indenture
prohibits the Company from redeeming, in fulfillment of Redemption Requests
made pursuant to the Indenture, Senior Insured Quarterly Notes or interests
therein of Beneficial Owners in excess of the principal amount the Company is
obligated to redeem, nor does anything in the Indenture prohibit the Company
from purchasing any Senior Insured Quarterly Notes or interests therein in the
open market. However, the Company may not use any Senior Insured Quarterly
Notes redeemed or purchased as described in the immediately preceding sentence
as a credit against its redemption obligation.
Because of the limitations of the Company's requirement to redeem, no
Beneficial Owner can have any assurance that its interest in the Senior
Insured Quarterly Notes will be paid prior to maturity.
S-8
<PAGE>
BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY
DTC will act as the initial securities depositary for the Senior Insured
Quarterly Notes. The Senior Insured Quarterly Notes will be issued only as
fully registered securities registered in the name of Cede & Co., DTC's
nominee. One or more fully registered global Senior Insured Quarterly Notes
certificates will be issued, representing in the aggregate the total principal
amount of Senior Insured Quarterly Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 1934 Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participant's accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of Senior Insured Quarterly Notes within the DTC system must be
made by or through Direct Participants, which will receive a credit for the
Senior Insured Quarterly Notes on DTC's records. The ownership interest of
each actual purchaser of Senior Insured Quarterly Notes (such purchaser, or
the person to whom such purchaser conveys his or her ownership interest, a
"Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected to receive
written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Senior Insured
Quarterly Notes. Transfers of ownership interests in the Senior Insured
Quarterly Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Senior Insured
Quarterly Notes, except in the event that use of the book-entry system for the
Senior Insured Quarterly Notes is discontinued, the Company determines that
Beneficial Owners may exchange their ownership interests for such certificates
or there shall have occurred an Event of Default.
DTC has no knowledge of the actual Beneficial Owners of the Senior Insured
Quarterly Notes. DTC's records reflect only the identity of the Direct
Participants to whose accounts such Senior Insured Quarterly Notes are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the Senior
Insured Quarterly Notes are being redeemed, DTC will reduce the amount of the
interest of each Direct Participant in the Senior Insured Quarterly Notes in
accordance with its procedures.
Although voting with respect to the Senior Insured Quarterly Notes is
limited, in those cases where a vote is required, neither DTC nor Cede & Co.
will itself consent or vote with respect to Senior Insured Quarterly Notes.
Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Senior Insured Quarterly Notes are credited on the record date (identified in
a listing attached to the Omnibus Proxy).
S-9
<PAGE>
Payments on the Senior Insured Quarterly Notes will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant payment
date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the account of customers registered in "street name," and
will be the responsibility of such Participant and not of DTC or the Company,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment to DTC is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of an interest in a global
Senior Insured Quarterly Note will not be entitled to receive physical
delivery of Senior Insured Quarterly Notes. Accordingly, each Beneficial Owner
must rely on the procedures of DTC to exercise any rights under the Senior
Insured Quarterly Notes. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of securities in definitive
form. Such laws may impair the ability to transfer beneficial interests in a
global Senior Insured Quarterly Note.
DTC may discontinue providing its services as security depositary with
respect to the Senior Insured Quarterly Notes at any time by giving reasonable
notice to the Company. Under such circumstances, in the event that a successor
securities depositary is not obtained, Senior Insured Quarterly Notes
certificates will be printed and delivered to the holders of record.
Additionally, the Company may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor depositary) with respect to the
Senior Insured Quarterly Notes. In that event, certificates for the Senior
Insured Quarterly Notes will be printed and delivered to the holders of
record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but
the Company takes no responsibility for the accuracy thereof. The Company has
no responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
THE POLICY AND THE INSURER
The information set forth in this section has been provided by Ambac
Assurance Corporation (the "Insurer"). No representation is made by the
Company or the Underwriter as to the accuracy or completeness of any such
information.
THE POLICY
The Insurer will issue a financial guaranty insurance policy relating to the
Senior Insured Quarterly Notes (the "Policy"), the form of which is attached
to this Prospectus Supplement as Appendix A. The following summary of the
terms of the Policy does not purport to be complete and is qualified in its
entirety by reference to the Policy.
The Insurer has made a commitment to issue the Policy effective as of the
date of issuance of the Senior Insured Quarterly Notes. Under the terms of the
Policy, the Insurer will pay to the United States Trust Company of New York,
in New York, New York, or any successor thereto (the "Insurance Trustee") that
portion of the principal of and interest on the Senior Insured Quarterly Notes
which shall become Due for Payment but shall be unpaid by reason of Nonpayment
(as such terms are defined in the Policy) by the Company. The Insurer will
make such payments to the Insurance Trustee on the later of the date on which
such principal and interest becomes Due for Payment or within one business day
following the date on which the Insurer shall have received notice of
Nonpayment from the Trustee. The insurance will extend for the term of the
Senior Insured Quarterly Notes and, once issued, cannot be canceled by the
Insurer.
The Policy will insure payment only on the stated date of maturity, in the
case of principal, and on Interest Payment Dates, in the case of interest. In
the event of any acceleration of the principal of the Senior Insured Quarterly
Notes, the insured payments will be made at such times and in such amounts as
would have been made had there not been an acceleration.
S-10
<PAGE>
In the event the Trustee has notice that any payment of principal of or
interest on a Senior Insured Quarterly Note which has become Due for Payment
and which is made to a holder by or on behalf of the Company has been deemed a
preferential transfer and therefore recovered from its registered owner
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such registered
owner will be entitled to payment from the Insurer to the extent of such
recovery if sufficient funds are not otherwise available.
The Policy does NOT insure any risk other than Nonpayment, as defined in the
Policy. Specifically, the Policy does NOT cover:
1. payment on acceleration, as a result of a call for redemption (including
any redemption in connection with a Beneficial Owner's Redemption
Privilege) or as a result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or
negligence of the Trustee.
If it becomes necessary to call upon the Policy, payment of principal
requires surrender of Senior Insured Quarterly Notes to the Insurance Trustee
together with an appropriate instrument of assignment so as to permit
ownership of such Senior Insured Quarterly Notes to be registered in the name
of the Insurer to the extent of the payment under the Policy. Payment of
interest pursuant to the Policy requires proof of holder entitlement to
interest payments and an appropriate assignment of the holder's right to
payment to the Insurer. Each holder of Senior Insured Quarterly Notes will be
responsible for preparing and submitting to the Insurance Trustee such
required documentation, and the Policy does not provide for payment of any
interest to a holder in respect of any period of time between a scheduled
payment date under the Senior Insured Quarterly Notes and the date of actual
disbursement of related insurance benefits by the Insurance Trustee.
Upon payment of the insurance benefits, the Insurer will become the owner of
the Senior Insured Quarterly Note or the right to payment of principal or
interest on such Senior Insured Quarterly Note and will be fully subrogated to
the surrendering holder's rights to payment to the extent of insurance
payments made by the Insurer.
The insurance provided by the Policy is not covered by the property/casualty
insurance security fund specified by the insurance laws of the State of New
York.
THE INSURER
The Insurer is a Wisconsin-domiciled stock insurance corporation regulated
by the Office of the Commissioner of Insurance of the State of Wisconsin and
licensed to do business in 50 states, the District of Columbia, the
Commonwealth of Puerto Rico and Guam. The Insurer primarily insures newly
issued municipal and structured finance obligations. The Insurer is a wholly-
owned subsidiary of Ambac Financial Group, Inc. (formerly AMBAC Inc.) (the
"Parent"), a 100% publicly-held company. Moody's Investor Services, Inc.
("Moody's"), Standard & Poor's Ratings Services ("S&P") have each assigned a
triple-A financial strength rating to the Insurer. Fitch IBCA has assigned a
rating of "AAA" to the claims-paying ability of the Insurer.
The Parent is subject to the informational requirements of the 1934 Act, and
in accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the aforementioned
material may also be inspected at the offices of the New York Stock Exchange,
Inc. (at the "NYSE") at 20 Broad Street, New York, New York 10005. The
Parent's Common Stock is listed on the NYSE.
The following documents filed by the Parent with the Commission (File No. 1-
10777) are incorporated by reference herein:
(1) The Parent's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and filed on March 31, 1998;
S-11
<PAGE>
(2) The Parent's Current Report on Form 8-K dated March 27, 1998 and filed
on March 27, 1998;
(3) The Parent's Amendment to its Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1997 and filed on March 31, 1998;
(4) The Parent's Quarterly Report on Form 10-Q for the fiscal quarterly
period ended March 31, 1998 and filed on May 15, 1998; and
(5) The Parent's Quarterly Report on Form 10-Q for the fiscal quarterly
period ended June 30, 1998 and filed on August 14, 1998.
All documents subsequently filed by the Parent pursuant to the requirements
of the 1934 Act after the date of this Prospectus Supplement will be available
in the same manner as described in the second preceding paragraph.
Any statement contained in a document incorporated herein by reference shall
be modified or superseded for the purposes of this Prospectus Supplement to
the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus Supplement.
All financial statements of the Insurer and its subsidiaries included in
documents filed by the Parent with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus
Supplement and prior to the termination of the offering of the Senior Insured
Quarterly Notes shall be deemed to be incorporated by reference into this
Prospectus Supplement and to be a part hereof from the respective dates of
filing such documents.
The following table sets forth the capitalization of the Insurer as of
December 31, 1995, December 31, 1996, December 31, 1997 and June 30, 1998, in
conformity with generally accepted accounting principles.
AMBAC ASSURANCE CORPORATION
CONSOLIDATED CAPITALIZATION TABLE
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31, JUNE 30,
1995 1996 1997 1998
------------ ------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Unearned premiums.......... $ 906 $ 995 $1,184 $1,228
Other liabilities.......... 295 259 562 657
------ ------ ------ ------
Total liabilities.......... 1,201 1,254 1,746 1,885
------ ------ ------ ------
Stockholder's equity
Common stock............. 82 82 82 82
Additional paid-in
capital................. 481 515 521 526
Accumulated other
comprehensive income.... 87 66 118 124
Retained earnings........ 907 992 1,180 1,290
------ ------ ------ ------
Total stockholder's
equity.................... 1,557 1,655 1,901 2,022
------ ------ ------ ------
Total liabilities and
stockholder's equity...... $2,758 $2,909 $3,647 $3,907
====== ====== ====== ======
</TABLE>
- --------
(1) Components of stockholder's equity have been restated for all periods
presented to reflect "accumulated other comprehensive income" in
accordance with the Statement of Financial Accounting Standards No 130
"Reporting Comprehensive Income" adopted by the Insurer effective January
1, 1998. As this new standard only requires additional information in the
financial statements, it does not affect the Insurer's financial position
or results of operations.
S-12
<PAGE>
For additional financial information concerning the Insurer, see the audited
and unaudited financial statements of the Insurer incorporated by reference
herein. Copies of the financial statements of the Insurer incorporated by
reference and copies of the Insurer's annual statement for the year ended
December 31, 1997 prepared in accordance with statutory accounting standards
are available, without charge from the Insurer, at One State Street Plaza,
17th Floor, New York, New York 10004 and its telephone number is (212) 668-
0340.
The Insurer makes no representation regarding the Senior Insured Quarterly
Notes or the advisability of investing in the Senior Insured Quarterly Notes
and makes no representation regarding, nor has it participated in the
preparation of, this Prospectus Supplement other than the information supplied
by the Insurer and presented under the heading "The Policy and the Insurer"
and in the financial statements incorporated herein by reference.
RATINGS
It is anticipated that S&P and Moody's will assign the Senior Insured
Quarterly Notes the ratings set forth on the cover page hereof conditioned
upon the issuance and delivery by the Insurer at the time of delivery of the
Senior Insured Quarterly Notes of the Policy, insuring the timely payment of
the principal of and interest on the Senior Insured Quarterly Notes. Such
ratings reflect only the views of such rating agencies, and an explanation of
the significance of such ratings may be obtained only from such rating
agencies at the following addresses: Moody's Investors Service, Inc., 99
Church Street, New York, New York 10007; and Standard & Poor's, 25 Broadway,
New York, New York 10004. There is no assurance that such ratings will remain
in effect for any period of time or that they will not be revised downward or
withdrawn entirely by the rating agencies if, in their judgment, circumstances
warrant. The Insurer does not guaranty the market price of the Senior Insured
Quarterly Notes nor does it guaranty that the ratings on the Senior Insured
Quarterly Notes will not be revised or withdrawn. Neither the Company nor the
Underwriter has undertaken any responsibility to oppose any proposed downward
revision or withdrawal of a rating on the Senior Insured Quarterly Notes. Any
such downward revision or withdrawal of such ratings may have an adverse
effect on the market price of the Senior Insured Quarterly Notes.
At present, each of such rating agencies maintains four categories of
investment grade ratings. They are for S&P--AAA, AA, A and BBB and for
Moody's--Aaa, Aa, A and Baa. S&P defines "AAA" as the highest rating assigned
to a debt obligation. Moody's defines "Aaa" as representing the best quality
debt obligation carrying the smallest degree of investment risk.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries as
of August 31, 1998 and 1997, and for each of the years in the three-year
period ended August 31, 1998 are 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 consolidated financial statements of the Insurer, Ambac Assurance
Corporation, as of December 31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997, are 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.
S-13
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to Edward D. Jones & Co., L.P. (the "Underwriter"),
and the Underwriter has agreed to purchase from the Company, the entire
principal amount of the Senior Insured Quarterly Notes.
The Underwriter has advised the Company that it proposes to offer the Senior
Insured Quarterly Notes from time to time for sale in one or more negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Underwriter may effect such transactions by selling the Senior Insured
Quarterly Notes to or through dealers, and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriter and/or the purchasers of the Senior Insured Quarterly
Notes for whom they may act as agent. The Underwriter and any dealers that
participate with the Underwriter in the distribution of the Senior Insured
Quarterly Notes may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of the Senior
Insured Quarterly Notes by them may be deemed to be underwriting discounts or
commissions, under the 1933 Act.
The Company has agreed, during the period of 10 days from the date on which
the Senior Insured Quarterly Notes are purchased by the Underwriter, not to
sell, offer to sell, grant any option for the sale of, or otherwise dispose of
any Senior Insured Quarterly Notes, any security convertible into or
exchangeable into or exercisable for Senior Insured Quarterly Notes or any
debt securities substantially similar to the Senior Insured Quarterly Notes
(except for the Senior Insured Quarterly Notes issued pursuant to the
Underwriting Agreement and any offering underwritten by BancAmerica
Securities, Inc., or any successor thereto, and Merrill Lynch & Co.), without
the prior written consent of the Underwriter.
Prior to this Offering, there has been no public market for the Senior
Insured Quarterly Notes. The Underwriter has advised the Company that it
intends to make a market in the Senior Insured Quarterly Notes. The
Underwriter will have no obligation to make a market in the Senior Insured
Quarterly Notes, however, and may cease market making activities, if
commenced, at any time.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the 1933 Act and to contribute to
payments the Underwriter may be required to make in respect thereof.
The Underwriter has performed services for the Company and its affiliates in
the past.
S-14
<PAGE>
GLOSSARY
<TABLE>
<CAPTION>
1933 Act.......................... The Securities Act of 1933, as amended.
<C> <S>
The Securities Exchange Act of 1934, as
1934 Act......................... amended.
Company.......................... ONEOK, Inc.
DTC.............................. The Depository Trust Company, a "clearing
corporation" that initially will hold
(through its agents) a global certificate
evidencing the Senior Insured Quarterly
Notes.
Insurer.......................... Ambac Assurance Corporation.
Interest Payment Dates........... February 28, May 31, August 31 and November
30 of each year and the date of maturity.
Policy........................... The financial guaranty insurance policy, to
be issued by the Insurer covering the
payment of the principal of and interest on
the Senior Insured Quarterly Notes when
due.
Record Date...................... The close of business on the 15th calendar
day of the month in which the respective
Interest Payment Date occurs.
Redemption Price................. 100% of the principal amount of the Senior
Insured Quarterly Notes being redeemed,
plus accrued and unpaid interest thereon to
the date of payment.
Securities Rate.................. The per annum interest rate on the Senior
Insured Quarterly Notes, as set forth on
the cover page of this Prospectus
Supplement.
Indenture........................ The indenture dated September 24, 1998, as
amended and supplemented, pursuant to which
the Company's Senior Insured Quarterly
Notes will be issued.
Senior Insured Quarterly Notes... The 6.50% Senior Insured Quarterly Notes
due September 30, 2028 of the Company.
Trustee.......................... The trustee under the Indenture; initially,
Chase Bank of Texas, National Association.
</TABLE>
S-15
<PAGE>
APPENDIX A--FORM OF POLICY
S-16
<PAGE>
ONEOK, INC.
$400,000,000
DEBT SECURITIES
---------------------
ONEOK, Inc., an Oklahoma corporation (and together with its subsidiaries and
its predecessor, ONEOK Inc., a Delaware corporation, and its subsidiaries, the
"Company"), may offer from time to time, together or separately, its debt
securities ("Securities") on terms to be determined at the time of offering.
Securities with an aggregate issue price of up to $400,000,000 may be issued,
in one or more series, under this Prospectus. The Securities will be unsecured
and will rank equally with all other unsecured and unsubordinated indebtedness
of the Company.
The prospectus supplement ("Prospectus Supplement") accompanying this
Prospectus sets forth, with respect to the particular series or issue of
Securities for which this Prospectus and the Prospectus Supplement are being
delivered ("Offered Securities"): the terms of the Securities offered,
including, where applicable, their title, aggregate principal amount,
maturity, rate of any interest (or the manner of calculation and time of
payment thereof), any redemption or repayment terms, any index, formula or
other method pursuant to which principal, premium or interest may be
determined and the form of such Securities (which may be in registered or
global form), any initial public offering price, the purchase price and net
proceeds to the Company and the other specific terms of such offering.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
Offered Securities may be sold directly to purchasers or to or through
underwriters, dealers or agents. If any underwriters, dealers or agents are
involved in the offering of any Offered Securities, their names and any
applicable fee, commission or discount arrangements will be set forth in the
Prospectus Supplement. See "Plan of Distribution."
---------------------
The date of this Prospectus is September 4, 1998.
<PAGE>
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"), which may be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following regional offices of the Commission: New York Office
(Seven World Trade Center, Suite 1300, New York, New York 10048) and Chicago
Office (500 W. Madison St., Suite 1400, Chicago, Illinois 60621-2511). Copies
of such materials also can be obtained upon request from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, at prescribed rates. In addition, such materials
may also be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which exchange
the Company's common stock is listed. Finally, copies of reports, proxy
statements and other information filed with the Commission electronically by
the Company may be inspected by accessing the Commission's Internet site at
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement. Such
additional information may be obtained from the Commission's principal office
in Washington, D.C. Statements contained in this Prospectus as to the contents
of any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement or such other document. A copy of the Registration Statement and the
exhibits and schedules thereto may be examined without charge at the
Commission's principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and copies of such materials can be
obtained from the Public Reference Section of the Commission at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the Commission pursuant to the Exchange Act, are incorporated herein by
reference and are deemed to be a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended August 31, 1997;
(b) Quarterly Reports on Form 10-Q for the quarters ended November 30,
1997; February 28, 1998 and May 31, 1998; and
(c) Current Reports on Form 8-K dated August 25, 1998, July 23, 1998; May
26, 1998; March 11, 1998; February 10, 1998; December 12, 1997, November
26, 1997 and November 14, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby also shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to: ONEOK, Inc., 100 West Fifth Street, P.O. Box 871,
Tulsa, OK 74102-0871, Attention: Chief Financial Officer.
2
<PAGE>
Any statement contained in a document all or a portion of which is
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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement
so superseded shall not be deemed to constitute part of this Prospectus.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Prospectus, including the documents that are
incorporated by reference as set forth in "Incorporation of Certain Documents
by Reference," that are not historical facts are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-
looking statements are based on management's beliefs as well as assumptions
made by and information currently available to management. Because such
statements are based on expectations as to future economic performance and are
not statements of fact, actual results may differ materially from those
projected. Important factors that could cause future results to differ
include, but are not limited to, national, regional and local economic
competitive conditions, regulatory and business trends and decisions,
technological developments, Year 2000 issues, inflation rates, weather
conditions, and other factors discussed in this and other filings by the
Company with the Commission, all of which are difficult to predict and many of
which are beyond the control of the Company. Accordingly, while the Company
believes these forward-looking statements to be reasonable, there can be no
assurance that they will approximate actual experience or that the
expectations derived from them will be realized. When used in the Company's
documents or oral presentations, the words "anticipate," "estimate," "expect,"
"objective," "projection," "forecast," "goal" or similar words are intended to
identify forward- looking statements.
THE COMPANY
The Company engages 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.
The Company's principal executive offices are located at 100 West Fifth
Street, Tulsa, Oklahoma 74103 and its telephone number is (918) 588-7000.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be added to the
Company's general funds and are expected to be used to retire existing
indebtedness and for general corporate purposes, except as may be stated in a
Prospectus Supplement.
DESCRIPTION OF SECURITIES
The Securities will be issued under an Indenture ("Indenture") between the
Company and the ("Trustee"). The form of the Indenture has been filed as an
exhibit to the Registration Statement. The Indenture is subject to
3
<PAGE>
and governed by the Trust Indenture Act of 1939, as amended ("TIA"). The
following summary of certain provisions of the Indenture does not purport to
be complete and is subject to, and qualified in its entirety by reference to,
the Indenture, including the definitions of certain terms therein. Whenever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated by reference herein as part of the
statement made, and the statement is qualified in its entirety by such
reference.
GENERAL
The Indenture provides that any Offered Securities may be issued in one or
more series, in each case as authorized from time to time by the Company; the
Indenture does not limit the aggregate principal amount of debt securities
that may be issued thereunder. Reference is made to the Prospectus Supplement
relating to the Offered Securities for the following:
(1) The title of such Securities.
(2) The aggregate principal amount of such Securities, the percentage of
their principal amount at which such Securities will be issued and the date
or dates on which the principal of such Securities will be payable or the
method by which such date or dates will be determined or extended.
(3) The rate or rates (which may be fixed or variable) at which such
Securities will bear interest, if any, and, if variable, the method by
which such rate or rates will be determined.
(4) The date or dates from which any interest will accrue or the method
by which such date or dates will be determined, the date or dates on which
any interest will be payable (including the Regular Record Dates for such
Interest Payment Dates) and the basis on which any interest will be
calculated if other than on the basis of a 360-day year of twelve 30-day
months.
(5) The place or places, if any, other than or in addition to New York
City, where the principal of (and premium, if any, on) and interest, if
any, on such Securities will be payable, where any Securities may be
surrendered for registration of transfer, where such Securities may be
surrendered for exchange and where notices or demands to or upon the
Company in respect of such Securities may be served.
(6) The period or periods within which, the price or prices at which and
the other terms and conditions upon which, such Securities may be redeemed,
in whole or in part, at the option of the Company, if the Company is to
have that option.
(7) The obligation, if any, of the Company to redeem, purchase or repay
such Securities, in whole or in part, pursuant to any sinking fund or
analogous provision or at the option of a holder thereof, and the period or
periods within which, the price or prices at which and the other terms and
conditions upon which, such Securities will be so redeemed, purchased or
repaid.
(8) Whether the amount of payments of principal of (and premium, if any,
on) and interest, if any, on such Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, without limitation, be based on one or more commodities, equity
indices or other indices) and the manner in which such amounts will be
determined.
(9) Any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to such Securities (which
Events of Default or covenants may not be consistent with the Events of
Default or covenants set forth in the general provisions of the Indenture).
(10) If other than the entire principal amount thereof, the portion of
the principal amount of such Securities that will be payable upon
declaration of acceleration of the maturity thereof or the method by which
such portion will be determined.
(11) Any provisions in modification of, in addition to or in lieu of any
of the provisions concerning defeasance and covenant defeasance contained
in the Indenture that will be applicable to such Securities.
(12) Any provisions granting special rights to the holders of such
Securities upon the occurrence of such events as may be specified.
4
<PAGE>
(13) If other than the Trustee, the designation of any Paying Agent or
Security Registrar for such Securities, and the designation of any transfer
or other agents or depositories for such Securities.
(14) Whether such Securities will be issuable initially in temporary
global form, whether any such Security is to be issuable in permanent
global form (a "Global Security") and, if so, whether beneficial owners of
interests in any Global Security may exchange such interests for Securities
of like tenor of any authorized form and denomination and the circumstances
under which any such exchanges may occur, if other than in the manner
provided in the Indenture, and, if such Securities are to be issuable as a
Global Security, the identity of the depository for such Securities.
(15) The person to whom any interest on any Security will be payable, if
other than the person in whose name such Security (or one or more
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, or the manner in which any interest
payable on a temporary Security issued in global form will be paid (if
other than as described in "Book-Entry Securities" below).
(16) The denomination or denominations in which such Securities will be
issuable, if other than $1,000 or any integral multiple thereof.
(17) Whether and under what circumstances the Company will pay Additional
Amounts, as contemplated by Section 1008 of the Indenture, on such
Securities to any holder who is not a United States person (including any
modification of the definition of such term as contained in the Indenture)
in respect of any tax, assessment or governmental charge and, if so,
whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option).
(18) Any other, terms, conditions, rights and preferences (or limitations
on such rights and preferences) of such Securities not inconsistent with
the provisions of the Indenture (Section 301).
If the terms of any series of Securities provide that the Company may be
required to pay Additional Amounts in respect thereof, for purposes of this
Prospectus, any reference to the payment of the principal of (and premium, if
any, on) or interest, if any, on such Securities will be deemed to include
mention of the payment of the Additional Amounts provided for by the terms of
such Securities.
The Securities referred to on the cover page of this Prospectus, and any
additional debt securities issued under the Indenture, are herein collectively
referred to, while a single Trustee is acting with respect to all debt
securities issued thereunder, as the "Indenture Securities". The Indenture
provides that there may be more than one Trustee thereunder, each with respect
to one or more series of Indenture Securities. At a time when two or more
Trustees are acting under the Indenture, each with respect to only certain
series, the term "Indenture Securities" as used herein will mean the series
with respect to which each respective Trustee is acting. In the event that
there is more than one Trustee under the Indenture, the powers and trust
obligations of each Trustee as described herein will extend only to the series
of Indenture Securities for which it is the Trustee. If two or more Trustees
are acting under the Indenture, then the Indenture Securities for which each
Trustee is acting would in effect be treated as if issued under separate
indentures.
The Securities may provide for less than the entire principal amount thereof
to be due and payable upon a declaration of acceleration of the maturity
thereof. A discussion of the federal income tax and other considerations
applicable to Original Issue Discount Securities will be set forth in the
Prospectus Supplement relating thereto.
The Securities will be unsecured obligations of the Company and will rank on
a parity with all other unsecured and unsubordinated Indebtedness of the
Company.
The general provisions of the Indenture do not limit the ability of the
Company to incur Indebtedness and do not afford holders of Securities
protection in the event of highly leveraged or similar transactions involving
the Company. However, the general provisions of the Indenture do provide that
neither the Company nor any Restricted Subsidiary will subject certain of its
properties or assets to any mortgage or other encumbrance unless
5
<PAGE>
the Indenture Securities outstanding thereunder are secured equally and
ratably with or prior to such other Indebtedness thereby secured. See
"Limitations on Liens" and "Limitation on Sale and Leaseback Transactions"
under the heading "Certain Covenants". Reference is made to the Prospectus
Supplement for information with respect to any deletions from, modifications
of or additions to the Events of Default or covenants of the Company that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.
Under the Indenture, the Company has the ability to issue Indenture
Securities with terms different from those of Indenture Securities previously
issued thereunder and, without the consent of the holders, to reopen a
previous issue of a series of Indenture Securities and issue additional
Indenture Securities of such series (unless such reopening was restricted when
such series was created) in an aggregate principal amount determined by the
Company (Section 301).
There is no requirement that future issues of debt securities of the Company
be issued under the Indenture, and the Company will be free to employ other
indentures or documentation, possibly containing provisions different from
those included in the Indenture or applicable to one or more issues of
Indenture Securities, in connection with such future issues.
CERTAIN COVENANTS
LIMITATIONS ON LIENS
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, create, incur, issue or assume any Indebtedness
secured by any Lien on any Principal Property, or on shares of stock or
Indebtedness of any Restricted Subsidiary ("Restricted Securities"), without
making effective provision for the Outstanding Indenture Securities (other
than any Outstanding Indenture Securities not entitled to this covenant) to be
secured by the Lien equally and ratably with (or prior to) any and all
Indebtedness and obligations secured or to be secured thereby for so long as
such Indebtedness is so secured, except that the foregoing restriction will
not apply to:
(1) Any Lien existing on the date of the first issuance of Indenture
Securities.
(2) Any Lien on any Principal Property or Restricted Securities of any
Person existing at the time such Person is merged or consolidated with or
into the Company or a Restricted Subsidiary, or such Person becomes a
Restricted Subsidiary.
(3) Any Lien on any Principal Property existing at the time of
acquisition of such Principal Property by the Company or a Restricted
Subsidiary, whether or not assumed by the Company or such Restricted
Subsidiary, provided that no such Lien may extend to any other Principal
Property of the Company or any Restricted Subsidiary.
(4) Any Lien on any Principal Property (including any improvements on an
existing Principal Property) of the Company or any Restricted Subsidiary,
and any Lien on the shares of stock of a Restricted Subsidiary that was
formed or is held for the purpose of acquiring and holding such Principal
Property, in each case to secure all or any part of the cost of
acquisition, development, operation, construction, alteration, repair or
improvement of all or any part of such Principal Property (or to secure
Indebtedness incurred by the Company or a Restricted Subsidiary for the
purpose of financing all or any part of such cost); provided that such Lien
is created prior to, at the time of, or within 12 months after the latest
of, the acquisition, completion of construction or improvement or
commencement of commercial operation of such Principal Property and
provided, further, that no such Lien may extend to any other Principal
Property of the Company or any Restricted Subsidiary, other than any
theretofore unimproved real property on which the Principal Property is so
constructed or developed or the improvement is located.
6
<PAGE>
(5) Any Lien on any Principal Property or Restricted Securities to secure
Indebtedness owing to the Company or to another Restricted Subsidiary.
(6) Any Lien in favor of governmental bodies to secure advances or other
payments pursuant to any contract or statute or to secure Indebtedness
incurred to finance the purchase price or cost of constructing or improving
the property subject to such Lien.
(7) Any Lien created in connection with a project financed with, and
created to secure, Non-Recourse Indebtedness.
(8) Carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the ordinary course of
business which are not delinquent or remain payable without penalty or
which are being contested in good faith and by appropriate proceedings.
(9) Liens (other than Liens imposed by ERISA) on the property of the
Company or any of its Subsidiaries incurred, or pledges or deposits
required, in connection with workmen's compensation, unemployment insurance
and other social security legislation.
(10) Liens securing taxes that remain payable without penalty or which
are being contested in good faith by appropriate proceedings where
collection thereof is stayed; provided that the Company has set aside on
its books reserves with respect to such taxes (segregated to the extent
required by GAAP) deemed by it to be adequate.
(11) Any right which any municipal or governmental body or agency may
have by virtue of any franchise, license or contract to purchase or
designate a purchaser of, or order the sale of, any property of the Company
upon payment of reasonable compensation therefor or to terminate any
franchise, license or other rights or to regulate the property and business
of the Company.
(12) Any Liens, neither assumed by the Company nor on which it
customarily pays interest, existing upon real estate or rights in or
relating to real estate acquired by the Company for sub-station, measuring
station, regulating station, gas purification station, compressor station,
transmission line, distribution line or right-of-way purposes.
(13) Easements or reservations in any property of the Company for the
purpose of roads, pipe lines, gas transmission and distribution lines,
electric light and power transmission and distribution lines, water mains
and other like purposes, and zoning ordinances, regulations and
restrictions which do not impair the use of such property in the operation
of the business of the Company.
(14) Any extension, renewal, substitution or replacement (or successive
extensions, renewals, substitutions or replacements), in whole or in part,
of any Lien referred to in the foregoing clauses (1) through (13), provided
that the Indebtedness secured thereby may not exceed the principal amount
of Indebtedness so secured at the time of such renewal or refunding, and
that such renewal or refunding Lien must be limited to all or any part of
the same property and improvements thereon, shares of stock or Indebtedness
that secured the Lien renewed or refunded.
(15) Any Lien not permitted above securing Indebtedness that, together
with the aggregate outstanding principal amount of other secured
Indebtedness that would otherwise be subject to the foregoing restrictions
(excluding Indebtedness secured by Liens permitted under the foregoing
exceptions) and the Attributable Debt in respect of all Sale and Leaseback
Transactions (not including Attributable Debt in respect of any such Sale
and Leaseback Transactions described in clause (iii) or (iv) of the next
succeeding paragraph) would not then exceed 15% of Consolidated Net
Tangible Assets (Section 1006).
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless
(i) the Company or a Restricted Subsidiary would be entitled, without securing
the Outstanding Indenture Securities, to incur Indebtedness secured by a Lien
on the Principal Property that is the subject of such Sale and Leaseback
Transaction; (ii) the Attributable Debt associated
7
<PAGE>
therewith would be in an amount permitted under clause (15) of the preceding
paragraph; (iii) the proceeds received in respect of the Principal Property so
sold and leased back at the time of entering into such Sale and Leaseback
Transaction are used for the business and operations of the Company or any
Subsidiary; or (iv) within 12 months after the sale or transfer, an amount
equal to the proceeds received in respect of the Principal Property so sold
and leased back at the time of entering into such Sale and Leaseback
Transaction is applied to the prepayment (other than mandatory prepayment) of
any Outstanding Indenture Securities or Funded Indebtedness of the Company or
a Restricted Subsidiary (other than Funded Indebtedness that is held by the
Company or any Restricted Subsidiary or Funded Indebtedness of the Company
that is subordinate in right of payment to any Outstanding Indenture
Securities) (Section 1007).
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease under which any Person
is at the time liable, at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof (excluding amounts required
to be paid on account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents), discounted
from the respective due dates thereof at the weighted average of the rates of
interest (or Yield to Maturity, in the case of Original Issue Discount
Securities) borne by the Indenture Securities then outstanding under the
Indenture, compounded annually.
"Capital Stock" means, with respect to any corporation, any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by that
corporation.
"Consolidated Net Tangible Assets" means (i) the total amount of assets
(less applicable reserves and other properly deductible items) which under
GAAP would be included on a consolidated balance sheet of the Company and its
Subsidiaries after deducting therefrom (a) all current liabilities, provided,
however, that there shall not be deducted billings recorded as revenues
deferred pending the outcome of rate proceedings (less applicable income taxes
thereon), if and to the extent the obligation to refund the same shall not
have been finally determined, (b) appropriate allowance for minority interests
in common stocks of Subsidiaries and (c) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under GAAP would be included on such
consolidated balance sheet, less (ii) the amount which would be so included on
such consolidated balance sheet for investments (less applicable reserves)
made in Subsidiaries.
"Funded Indebtedness" as applied to any Person, means all Indebtedness of
such Person maturing after, or renewable or extendible at the option of such
Person beyond, 12 months from the date of determination.
"Indebtedness" means obligations for money borrowed, evidenced by notes,
bonds, debentures or other similar evidences of indebtedness.
"Lien" means any lien, mortgage, pledge, encumbrance, charge or security
interest securing Indebtedness; provided, however, that the following types of
transactions will not be considered for purposes of this definition to result
in a Lien: (i) any acquisition by the Company or any Restricted Subsidiary of
any property or assets subject to any reservation or exception under the terms
of which any vendor, lessor or assignor creates, reserves or excepts or has
created, reserved or excepted an interest in oil, gas or any other mineral in
place or the proceeds thereof, (ii) any conveyance or assignment whereby the
Company or any Restricted Subsidiary conveys or assigns to any Person or
Persons an interest in oil, gas or any other mineral in place or the proceeds
thereof, (iii) any Lien upon any property or assets either owned or leased by
the Company or any Restricted Subsidiary or in which the Company or any
Restricted Subsidiary owns an interest that secures for the benefit of the
Person or Persons paying the expenses of developing or conducting operations
for the recovery, storage, transportation or sale of the mineral resources of
such property or assets (or property or assets with which it is unitized) the
payment to such Person or Persons of the Company's or the Restricted
Subsidiary's proportionate part of such
8
<PAGE>
development or operating expenses or (iv) any hedging arrangements entered
into in the ordinary course of business, including any obligation to deliver
any mineral, commodity or asset in connection therewith.
"Non-Recourse Indebtedness" means, at any time, Indebtedness incurred after
the date of the Indenture by the Company or a Restricted Subsidiary in
connection with the acquisition of property or assets by the Company or a
Restricted Subsidiary or the financing of the construction of or improvements
on property, whenever acquired, provided that, under the terms of such
Indebtedness and pursuant to applicable law, the recourse at such time and
thereafter of the lenders with respect to such Indebtedness is limited to the
property or assets so acquired, or such construction or improvements,
including Indebtedness as to which a performance or completion guarantee or
similar undertaking was initially applicable to such Indebtedness or the
related property or assets if such guarantee or similar undertaking has been
satisfied and is no longer in effect.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
"Principal Property" means any property located in the United States, except
any such property that in the opinion of the Board of Directors of the Company
is not of material importance to the total business conducted by the Company
and its consolidated Subsidiaries.
"Restricted Subsidiary" means any Subsidiary that owns or leases a Principal
Property.
"Sale and Leaseback Transaction" means any arrangement with any Person
pursuant to which the Company or any Restricted Subsidiary leases any
Principal Property that has been or is to be sold or transferred by the
Company or the Restricted Subsidiary to such Person, other than (i) a lease
for a term, including renewals at the option of the lessee, of not more than
three years or classified as an operating lease under generally accepted
accounting principles, (ii) leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries and (iii) leases of a Principal
Property executed by the time of, or within 12 months after the latest of, the
acquisition, the completion of construction or improvement, or the
commencement of commercial operation, of the Principal Property.
"Subsidiary" of the Company means (i) a corporation, of which a majority of
the Capital Stock with voting power, under ordinary circumstances, to elect
directors is owned, directly or indirectly, at the date of determination, by
the Company, by one or more Subsidiaries or by the Company and one or more
Subsidiaries or (ii) any other Person (other than a corporation) in which at
the date of determination the Company, one or more Subsidiaries or the Company
and one or more Subsidiaries, directly or indirectly, has at least a majority
ownership and power to direct the policies, management and affairs thereof.
DENOMINATIONS
Unless otherwise provided in the applicable Prospectus Supplement,
Securities in fully registered form shall be issued in denominations of $1,000
and integral multiples of $1,000. Securities issued in global form shall be in
denominations set forth in the applicable Prospectus Supplement. (Sections
201, 301 and 302).
PAYMENT, TRANSFER AND EXCHANGE
The Company will be required to maintain an office or agency in each Place
of Payment for such series, and may from time to time designate additional
offices or agencies, at which the principal of (and premium, if any, on) and
interest, if any, on such series will be payable (Sections 301 and 1002).
Unless otherwise provided in the
9
<PAGE>
Prospectus Supplement, the Place of Payment will be New York City, and the
Company will initially designate the office of the agent of the Trustee in New
York City as an office where such principal, premium and interest will be
payable. Notwithstanding the foregoing, at the option of the Company,
interest, if any, may be paid on Securities (i) by check mailed to the person
entitled thereto at such person's address appearing in the Security Register
or (ii) by wire transfer to an account located inside the United States
maintained by the person entitled thereto as specified in the Security
Register (Sections 308 and 1002). Unless otherwise provided in the Prospectus
Supplement, payment of any installment of interest on Securities will be made
to the person in whose name such Security is registered at the close of
business on the Regular Record Date for such interest (Section 308).
The Company may from time to time designate additional offices or agencies,
approve a change in the location of any office or agency and, except as
provided above, rescind the designation of any office or agency.
All moneys paid by the Company to the Trustee or a Paying Agent for the
payment of principal of (or premium, if any, on) or interest, if any, on any
Security that remains unclaimed for the lesser of the time period specified in
applicable abandoned property or similar laws and two years after such
principal, premium or interest becomes due and payable will be repaid to the
Company, and the holder of such Security will (subject to applicable abandoned
property or similar laws) thereafter, as an unsecured general creditor, look
only to the Company for payment thereof (Section 1003).
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Securities of any series will be exchangeable for other
Securities of the same series of any authorized denominations and of a like
aggregate principal amount (Section 306).
Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Securities of a series may be presented for registration of
transfer and for exchange (i) at each office or agency required to be
maintained by the Company for payment of such series, as described above, and
(ii) at each other office or agency that the Company may designate from time
to time for such purposes. Registration of transfers and exchanges will be
effected if the transfer agent is satisfied with the evidence of ownership and
identity of the person making the request and if the transfer form thereon is
duly executed. No service charge will be made for any registration of transfer
or exchange of Securities, but the Company may require payment of any tax or
other governmental charge payable in connection therewith (Section 306).
In the event of any redemption in part, the Company will not be required (i)
to register the transfer of or exchange Securities of any series during a
period beginning at the opening of business 15 days before any selection of
Securities of that series to be redeemed and ending at the close of business
on the date the relevant notice of redemption is mailed, (ii) to register the
transfer of or exchange any Security or portion thereof called for redemption,
except the unredeemed portion, if any, of a Security being redeemed in part or
(iii) to register the transfer of or exchange any Security that has been
surrendered for repayment at the option of the holder, except the portion, if
any, of such Security not to be so repaid (Section 306).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate with or merge into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of
its assets to, any Person, unless each of the following conditions is
satisfied:
(1) Immediately after giving effect to such transaction, no Event of
Default (or event that with notice or lapse of time, or both, would be
such) with respect to the Indenture Securities will have happened and be
continuing.
(2) The corporation or other entity formed by such consolidation or into
which the Company is merged, or the Person to which such properties and
assets will have been conveyed, transferred or leased, assumes the
Company's obligation as to the due and punctual payment of the principal of
(and premium, if any, on)
10
<PAGE>
and interest, if any, on the Indenture Securities and the performance and
observance of every covenant to be performed by the Company under the
Indenture, and will be organized under the laws of the United States, one
of the States thereof or the District of Columbia.
(3) The Company has delivered to the Trustee an Officers' Certificate and
Opinion of Counsel, each stating that the transaction complies with these
conditions (Section 801).
In the event that any transaction described in and complying with the
conditions listed in the immediately preceding paragraph occurs, the Company
would be discharged from all obligations and covenants under the Indenture and
all obligations under the Indenture Securities, with the successor corporation
or Person succeeding to such obligations and covenants of the Company (Section
802).
In the event of any such transaction, the Indenture provides that, if any
Principal Property or Restricted Securities would thereupon become subject to
any Lien, the Indenture Securities (other than any Indenture Securities not
entitled to the benefit of the "Limitation of Liens" covenant) will be
secured, as to such Principal Property or Restricted Securities, equally and
ratably with (or prior to) the Indebtedness that upon the occurrence of such
transaction would become secured by such Lien, unless such Lien could be
created under the Indenture without equally and ratably securing such
Indenture Securities (Section 803).
MODIFICATION AND WAIVER
The Indenture permits the Company and the Trustee, with the consent of the
holders of not less than a majority in aggregate principal amount of
Outstanding Indenture Securities affected thereby, to execute supplemental
indentures adding any provisions to or changing or eliminating any provisions
of the Indenture or modifying the rights of such holders, except that no such
supplemental indenture may, without the consent of the holder of each
Outstanding Indenture Security affected thereby:
(1) Change the Stated Maturity of the principal of (or premium, if any,
on) or any installment of interest on any Indenture Security, or reduce the
principal amount thereof (or any premium, if any, thereon) or the rate of
interest, if any, thereon, or change any obligation of the Company to pay
Additional Amounts on any Indenture Security as contemplated by Section
1008 of the Indenture, or reduce the amount of the principal of an Indexed
Security or an Original Issue Discount Security that would be due and
payable upon an acceleration of maturity thereof or the amount thereof
provable in bankruptcy, or adversely affect the right of repayment, if any,
at the option of the holder, or change any Place of Payment where any
Indenture Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or on or after any Redemption Date or
Repayment Date), or adversely affect any right to convert or exchange any
Indenture Security.
(2) Reduce the aforesaid percentage in principal amount of Outstanding
Indenture Securities, the consent of the holders of which is required for
any such supplemental indenture.
(3) Reduce the percentage in principal amount of outstanding Indenture
Securities, the consent of the holders of which is necessary to modify or
waive any default under the Indenture (Section 902).
The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities have the right to waive compliance by the Company with
certain covenants contained in the Indenture (Section 1009).
Modification and amendment of the Indenture may be made by the Company and
the Trustee without the consent of any holder, for any of the following
purposes: (i) to evidence the succession of another Person to the Company as
obligor under the Indenture; (ii) to add to the covenants of the Company for
the benefit of the holders of any series of Indenture Securities; (iii) to add
Events of Default for the benefit of the holders of any
11
<PAGE>
such series; (iv) to change or eliminate any provisions of the Indenture,
provided that any such change or elimination will become effective only when
there is no Indenture Security Outstanding thereunder of any series that is
entitled to the benefit of such provisions; (v) to secure the Indenture
Securities Outstanding under the Indenture pursuant to the requirements of
Section 803 or 1006 of the Indenture, or otherwise; (vi) to establish the form
or terms of Indenture Securities of any series, as permitted by Sections 201
and 301 of the Indenture; (vii) to provide for the acceptance of appointment
by a successor Trustee or facilitate the administration of the trusts under
the Indenture by more than one Trustee; (viii) to close the Indenture with
respect to the authentication and delivery of additional series of Indenture
Securities; (ix) to cure any ambiguity or inconsistency in the Indenture,
provided such action does not adversely affect in any material respect the
interests of holders of Indenture Securities of any series thereunder; (x) to
supplement any of the provisions of the Indenture to the extent necessary to
permit or facilitate defeasance and discharge of any series of Indenture
Securities, provided that such action does not adversely affect in any
material respect the interests of the holders of the Indenture Securities; or
(xi) to make any other change that does not affect the rights of any holder
(Section 901).
The Indenture provides that in determining whether the holders of the
requisite principal amount of Indenture Securities of a series then
outstanding have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or whether a quorum is present at a meeting of
holders of such Indenture Securities, (i) the principal amount of an Original
Issue Discount Security that will be deemed to be outstanding will be the
amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the maturity thereof and (ii) the
principal amount of an Indexed Security that may be counted in making such
determination or calculation and that will be deemed outstanding for such
purpose will be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Indenture
Security pursuant to Section 301 (Section 101).
EVENTS OF DEFAULT
The following are Events of Default with respect to any series of Indenture
Securities: (i) default in the payment of any installment of interest upon any
Indenture Security of such series when it becomes due and payable, continued
for 30 days; (ii) default in the payment of the principal of (or premium, if
any, on) any Indenture Security of such series at its Maturity; (iii) failure
on the part of the Company to observe or perform any other covenant or
agreement contained in the Indenture (other than a covenant or agreement
included in the Indenture solely for the benefit of less than all series of
Indenture Securities or a covenant the default in the performance of which
would be covered by clause (vi) below) for 60 days after written notice of
such failure, requiring the Company to remedy the same, has been given to the
Company by the Trustee or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of Outstanding Indenture Securities of
such series; (iv) default under any indenture or instrument under which the
Company or any Restricted Subsidiary has at the time outstanding Indebtedness
for borrowed money or guarantees thereof in any individual instance in excess
of $15,000,000 and, if not already matured in accordance with its terms, such
Indebtedness has been accelerated and such acceleration is not rescinded or
annulled within 30 days after notice thereof has been given to the Company by
the Trustee or to the Company and the Trustee by the holders of at least 25%
in aggregate principal amount of Outstanding Indenture Securities of such
series; provided that, if, prior to the entry of judgment in favor of the
Trustee for payment of the Indenture Securities of such series, the default
under such indenture or instrument has been remedied or cured by the Company
or such Restricted Subsidiary, or waived by the holders of such Indebtedness,
then the Event of Default under the Indenture will be deemed likewise to have
been remedied, cured or waived; (v) certain events of bankruptcy, insolvency
or reorganization affecting the Company; and (vi) any other Event of Default
included in the Indenture for the benefit of Indenture Securities of such
series (Section 501).
If an Event of Default with respect to Indenture Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series (or, if the Indenture Securities of that series are
Original Issue Discount Securities or
12
<PAGE>
Indexed Securities, such portion of the principal amount as may be specified
in the terms of that series) by notice as provided in the Indenture may
declare the principal amount of all the Indenture Securities of that series
and the accrued interest thereon to be due and payable immediately. At any
time after a declaration of acceleration with respect to Indenture Securities
of any series has been made, but before a judgment or decree for payment of
money has been obtained by the Trustee, the holders of a majority in aggregate
principal amount of the Outstanding Securities of that series may, under
certain circumstances, rescind and annul such acceleration (Section 502).
The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities of any series have the right to waive certain past
defaults under the Indenture (Section 513).
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at
the request or direction of any of the holders, unless such holders shall have
offered to the Trustee reasonable indemnity (Section 602). Subject to such
provisions for the indemnification of the Trustee, the holders of a majority
in aggregate principal amount of the Outstanding Securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Indenture Securities of
that series unless the Trustee shall determine that the action specified would
be in conflict with any rule or law (Section 512).
The Company will be required to furnish the Trustee annually a certificate
stating whether or not the Company is in default under the Indenture and, if
so, specifying all such defaults and the nature thereof (Section 1004).
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that the Company may elect either (i) to defease and
be discharged from any and all obligations with respect to all or a portion of
the Indenture Securities of any series (except for the obligations (a) to pay
Additional Amounts, if any; (b) to register the transfer of or exchange such
Indenture Securities; (c) to replace temporary or mutilated, destroyed, lost
or stolen Indenture Securities of such series; (d) to maintain an office or
agency in respect of such Indenture Securities; and (e) to hold moneys for
payment in trust) ("defeasance"); or (ii) to be released from its obligations
with respect to such outstanding Indenture Securities under Sections 1006 and
1007 of the Indenture (being the restrictions described above under
"Limitations on Liens" and "Limitation on Sale and Leaseback Transactions",
respectively, under the heading "Certain Covenants") or, if so provided
pursuant to the Indenture, its obligations with respect to any other covenant,
and any omission to comply with such obligations will not constitute a default
or an Event of Default with respect to such Indenture Securities ("covenant
defeasance"), in either case upon the irrevocable deposit by the Company with
the Trustee (or other qualifying trustee), in trust, of (i) an amount in cash;
(ii) Government Obligations (as defined below) that, through the payment of
principal and interest in accordance with their terms, will provide money in
an amount; or (iii) a combination thereof in an amount, sufficient to pay the
principal of (and premium, if any, on) and interest, if any, to Stated
Maturity (or redemption) on such Indenture Securities and any mandatory
sinking fund or analogous payments thereon, on the scheduled due dates
therefor (Article 14).
Such a trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the holders
of such Indenture Securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
opinion, in the case of defeasance under clause (i) above, must refer to and
be based upon a ruling of the Internal Revenue Service or a change in
applicable United States federal income tax law occurring after the date of
the Indenture (Section 1404).
13
<PAGE>
The Prospectus Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to the Indenture Securities of
or within a particular series.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Securities to
investors directly or through agents. Any such underwriter or agent involved
in the offer and sale of the Offered Securities will be named in the related
Prospectus Supplement. The Company has reserved the right to sell the Offered
Securities directly to investors on its own behalf in those jurisdictions
where it is authorized to do so.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices that may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Company also may, from time to time, authorize dealers, acting as the
Company's agents, to offer and sell the Offered Securities upon such terms and
conditions as set forth in the related Prospectus Supplement. In connection
with the sale of the Offered Securities, underwriters may receive compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Offered Securities for whom
they may act as agent. Underwriters may sell the Offered Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
(which may be changed from time to time) from the purchaser for whom they may
act as agents.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the related Prospectus Supplement. Dealers and agents
participating in the distribution of the Offered Securities may be deemed to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the Offered Securities may be deemed to
be underwriting discounts and commissions under the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification against and contribution towards
certain civil liabilities, including any liabilities under the Securities Act.
Until the distribution of the Offered Securities is completed, rules of the
Commission may limit the ability of underwriters to bid for and purchase the
Offered Securities. As an exception to these rules, underwriters are permitted
to engage in certain transactions that stabilize the price of the Offered
Securities. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Offered Securities. If
underwriters create a short position in the Offered Securities in connection
with the offering, i.e., if they sell more Offered Securities than are set
forth on the cover page of the applicable Prospectus Supplement, underwriters
may reduce that short position by purchasing Offered Securities in the open
market. In general, purchase of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. Such activities, if
commenced, may be discontinued at any time.
If so indicated in the related Prospectus Supplement, the Company will
authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase such Offered Securities from the Company pursuant to
delayed delivery contracts providing for payment and delivery at a future
date. Such contracts will be subject only to those conditions set forth in the
related Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Offered Securities issued hereunder will be new issues of securities with no
established trading market. Any underwriters or agents to or through whom such
Offered Securities are sold by the Company for public offering and sale may
make a market in such Offered Securities, but such underwriters or agents will
not be obligated to do so and may discontinue any market at any time without
notice. No assurance can be given as to the liquidity of the trading market
for any such Offered Securities.
14
<PAGE>
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with, and perform services for, the Company and certain
of its affiliates in the ordinary course of business.
LEGAL MATTERS
Certain legal matters relating to the Securities will be passed upon for the
Company by Gable & Gotwals, Tulsa, Oklahoma. The validity of the Offered
Securities will be passed upon for any underwriters, dealers or agents by
Cleary, Gottlieb, Steen & Hamilton, New York, New York.
EXPERTS
The consolidated financial statements of the Company and its 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 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.
15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY THE UNDERWRITER. NEITHER THIS PROSPECTUS SUPPLEMENT NOR THE
ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, THE SENIOR INSURED QUARTERLY NOTES IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS
SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Summary of Offering........................................................ S-2
Capitalization............................................................. S-3
Use of Proceeds............................................................ S-3
The Company................................................................ S-4
Summary Selected Historical Data........................................... S-5
Ratio of Earnings to Fixed Charges......................................... S-6
Description of the Senior Insured Quarterly Notes.......................... S-6
The Policy and the Insurer................................................. S-10
Ratings.................................................................... S-13
Experts.................................................................... S-13
Underwriting............................................................... S-14
Glossary................................................................... S-15
Appendix A--Form of Policy................................................. S-16
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Disclosure Regarding Forward-Looking Statements............................ 3
The Company................................................................ 3
Use of Proceeds............................................................ 3
Description of Securities.................................................. 3
Plan of Distribution....................................................... 14
Legal Matters.............................................................. 15
Experts.................................................................... 15
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$100,000,000
[LOGO OF ONEOK APPEARS HERE]
ONEOK, INC.
6.50% SENIOR INSURED QUARTERLY NOTES DUE SEPTEMBER 30, 2028
-----------------
PROSPECTUS SUPPLEMENT
-----------------
EDWARD D. JONES & CO., L.P.
SEPTEMBER 24, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
