<PAGE> 1
Registration No. _
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ONEOK, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1520922
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
100 West Fifth Street
Tulsa, Oklahoma 74103
918-588-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
J.D. NEAL DONALD A. KIHLE
Vice President, Chief Financial Gable & Gotwals
Officer and Treasurer 100 West Fifth Street
ONEOK, Inc. Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Name, addresses, including zip codes,
and telephone numbers of agents for service)
------------------
Appropriate date of commencement of proposed sale pursuant to the Plan: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Unit (1) Price (2) Fee
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<S> <C> <C> <C> <C>
Common stock with
$0.01 par value 82,460 $37 $3,051,020 $900.05
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</TABLE>
(1) Based on price of $37 per share of the Common Stock, the average of the high
and low sales price of the Common Stock published in the Wall Street Journal
report of the New York Stock Exchange for September 24, 1998.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation, or sale would be lawful prior to registration or
qualification under the securities laws of any such state.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 30, 1998
82,460 Shares
ONEOK, Inc.
Common Stock
Up to 82,460 presently outstanding shares of common stock of ONEOK, Inc. (the
"Company") may be offered for sale from time to time by certain stockholders of
the Company (the "Selling Stockholders"). See "Selling Stockholders." The
Company will not receive any of the proceeds from the sale of shares in this
offering.
Sales of shares by the Selling Stockholders may be effected from time to time in
one or more transactions on the New York Stock Exchange or other exchange on
which the common stock may be listed, in negotiated transactions or in a
combination of any such methods of sale. The selling price of the shares may be
at the market price prevailing at the time of sale, at a price related to such
prevailing market price, or at a negotiated price. The Selling Stockholders may
be deemed to be "underwriters" within the meaning, of the Securities Act of
1933, as amended (the "Securities Act"). See "Plan of Distribution." The Company
has agreed to indemnify the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act.
The Company's common stock is traded on the New York Stock Exchange under the
trading symbol "OKE". On September 24, 1998, the last reported sale price of the
common stock on the New York Stock Exchange was $37 per share. See "Common Stock
Dividends and Price Range."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is __________________
2
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the following
regional offices of the Commission: Chicago Regional Office, CitiCorp Center,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511; and New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can also be obtained (at prescribed rates) from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. The Company's filings with the Commission are also
available to the public from commercial document retrieval services and at the
Website maintained by the Commission at "http://www.sec.gov." The common stock
of the Company is also listed on the New York Stock Exchange, and such reports,
proxy material, and other information concerning the Company also can be
inspected and copied at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form S-3
(the "Registration Statement") under the Securities Act with respect to the
shares of common stock offered by this prospectus. This prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, to which reference is made. Statements made in this
prospectus as to the contents of any contract, agreement, or other document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such contract, agreement, or other document filed as an exhibit
to the Registration Statement, and each such statement is qualified in its
entirety by such reference. Any interested party may inspect the Registration
Statement, and the exhibits and schedules thereto, without charge, at the public
reference facilities of the Commission and may obtain copies of all or any
portion of the Registration Statement from the Commission upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company (ONEOK, Inc.) with
the Commission pursuant to the Exchange Act (Commission File Nos. 001-13643 and
1-2572, respectively), are incorporated in this prospectus by reference and
shall be deemed to be a part hereof:
(a) ONEOK, Inc.'s Annual Report on Form 10-K for the fiscal year
ended August 31, 1998,
(b) ONEOK, Inc.'s Current Report on Form 8-K dated September 24,
1998,
(c) ONEOK, Inc.'s Proxy Statement dated December 15, 1997, in
connection with the Annual Meeting of Shareholders held on
January 15, 1998; and
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
prospectus, in a supplement to this prospectus, or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this prospectus or
in any document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
The Company will provide without charge to each person to whom a copy of this
prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above, which have been
or may be incorporated in this prospectus by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents. Written or telephone requests for such copies should be
directed to Weldon Watson, Vice President - Communications, ONEOK, Inc., 100
West Fifth Street, Post Office Box 871, Tulsa, Oklahoma 74102-0871, telephone
number (918) 588-7000.
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<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in the prospectus and by the more detailed
information and the financial statements and notes appearing in the documents
incorporated by reference in this prospectus.
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, Inc., 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
has been formed for the purpose of the wholesale marketing of electricity but
has not yet begun any significant operations.
The Company was incorporated in Oklahoma on May 16, 1997. On November 26, 1997,
the Company merged with ONEOK Inc., which was incorporated in Delaware on
November 10, 1933.
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.
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FORWARD-LOOKING STATEMENTS
Statements contained in this Prospectus including the document incorporated
herein by reference, as put forth in "Incorporation of Certain Documents," that
are not historical facts are forward-looking statements within the meaning of
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,
forward-looking statements involve certain risks and uncertainties that may
cause future results to differ materially from those contemplated, projected,
estimated, or budgeted in such forward-looking statements. Factors that may
impact forward-looking statements include, but are not limited to, the
following: (i) the effects of weather and other natural phenomena; (ii)
increased competition from other energy suppliers as well as alternative forms
of energy; (iii) the capital intensive nature of the Company's business; (iv)
economic climate and growth in the geographic areas in which the Company does
business; (v) the uncertainty of gas and oil reserve estimates; (vi) the timing
and extent of changes in commodity prices for natural gas, electricity, and
crude oil; (vii) the nature and available and projected profitability of
potential projects and other investments available to the Company; (viii)
conditions of capital markets and equity markets; (ix) Year 2000 issues, and (x)
the effects of changes in governmental policies and regulatory actions,
including income taxes, environmental compliance and authorized rates.
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 the words "anticipate," "estimate," "expect," "objective," "projection,"
"forecast," "goal" or similar words are intended to identify forward-looking
statements.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
common stock in this offering.
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<PAGE> 6
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid regular quarterly dividends on its common stock since
February 1989. Dividends declared per share on common stock for each fiscal year
beginning with the 1994 fiscal year are as follows:
1994 1995 1996 1997 1998
$1.11 $1.12 $1.18 $1.20 $1.20
Future dividends will depend on the Company's earnings, its financial condition,
and other factors.
The Company's common stock is traded on the New York Stock Exchange. The
following table sets forth the high and low sales prices of the Company's common
stock and its predecessor by merger, for the periods indicated, as reported by
"The Wall Street Journal" as New York Stock Exchange--Composite Transactions,
and dividends declared during such periods.
<TABLE>
<CAPTION>
Price Range
---------------------
Dividends
---------
Fiscal Year Ended August 31 High Low Declared Per Share
--------------------------- ------- --------- ------------------
<S> <C> <C> <C>
1996
- ----
1st Quarter . . . . . . . . . . . . . $24-13/16 $ 22 $0.29
2nd Quarter . . . . . . . . . . . . . 23-5/8 20 $0.29
3rd Quarter . . . . . . . . . . . . . 27-1/2 21-1/8 $0.30
4th Quarter . . . . . . . . . . . . . 28-5/8 24-3/8 $0.30
1997
- ----
1st Quarter . . . . . . . . . . . . . $28-5/8 $ 25-1/4 $0.30
2nd Quarter . . . . . . . . . . . . . 30-5/8 26 $0.30
3rd Quarter . . . . . . . . . . . . . 31-1/8 25-7/8 $0.30
4th Quarter . . . . . . . . . . . . . 35-5/16 30 $0.30
1998
- ----
1st Quarter . . . . . . . . . . . . . $40-11/16 $31-3/16 $0.30
2nd Quarter . . . . . . . . . . . . . $40-11/16 $ 33-3/8 $0.30
3rd Quarter . . . . . . . . . . . . . $44-1/4 $ 34-5/8 $0.30
4th Quarter . . . . . . . . . . . . . $40-15/16 $ 29-3/4 $0.30
</TABLE>
The last reported sale price of the common stock on September 24, 1998, on the
New York Stock Exchange was $37 per share. There were approximately 11,768
owners of the common stock on August 31, 1998.
6
<PAGE> 7
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Stockholders. If all the shares offered
pursuant to this prospectus are sold, none of the Selling Stockholders will
beneficially own any shares of the Company's common stock. Any or all of the
shares offered hereby may be offered for sale by any of the Selling Shareholders
from time to time. Unless otherwise noted, each Selling Stockholder has sole
voting and investment power with respect to such shares.
<TABLE>
<CAPTION>
Number of Shares Owned Number of Shares
Prior to Offering Which May be
Sold Pursuant to
Selling Stockholder Shares Percent of Class this Prospectus
<S> <C> <C> <C>
THOMAS C. CRONIN 53,425 LESS THAN 1% 53,425
MARK V. MAZZA 17,421 LESS THAN 1% 17,421
C. MICHAEL MING 11,614 LESS THAN 1% 11,614
</TABLE>
In connection with the a certain stock purchase transaction, the Company and the
Selling Stockholders executed a Shelf Registration Agreement dated June 2, 1998,
(the "Registration Agreement"), pursuant to which the Company agreed to prepare
and file a "shelf" registration statement on Form S-3 pursuant to Rule 415 under
the Securities Act or any similar rule that may be adopted by the Commission
with respect to the shares acquired by the Selling Stockholders in the
transaction (together with any amendments, including post-effective amendments
and supplements thereto, the "Shelf Registration"), to use its reasonable best
efforts to cause the Shelf Registration to be declared effective by the
Commission within 90 days of the date of the Registration Agreement, and keep
the Shelf Registration continuously effective for a period of 24 months from the
date it becomes effective or, if earlier, until (i) all the shares are sold in
accordance with the Shelf Registration, or (ii) in the opinion of Counsel for
the Company, satisfactory to the Selling Stockholders, registration of the
shares is no longer required under the Securities Act and the holder may sell
all remaining shares in the open market without limitation as to volume and
without being required to file any forms or reports with the Commission under
the Securities Act or the regulations thereunder. The Company has also agreed to
cause all the shares covered by the Shelf Registration, to be listed on the New
York Stock Exchange and any other exchange on which the Company's common stock
becomes listed. This Prospectus constitutes a part of the Shelf Registration
filed by the Company in accordance with the Registration Agreement. The Company
is responsible for and will bear the costs and expenses of preparing and
maintaining the Shelf Registration.
PLAN OF DISTRIBUTION
Shares of common stock may be sold pursuant to this prospectus from time to
time, in one or more transactions, by the Selling Stockholders, or by pledges,
donees, transferees, or other successors in interest. Such sales may be made on
the New York Stock Exchange or any other exchange on which the Company's common
stock is listed, in negotiated transactions, or in a combination of any such
methods of sale. The selling price of the shares of common stock may be at the
market price prevailing at the time of sale, at a price related to the
prevailing market price, or at a negotiated price. Any shares which qualify for
sale under Rule 144 or Rule 144A under the Securities Act may be sold under Rule
144 or Rule 144A rather than pursuant to this prospectus.
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<PAGE> 8
EXPERTS
The consolidated financial statements of ONEOK, Inc. and subsidiaries as of
August 31, 1998 and 1997, and for each of the years in the three-year period
ended August 31, 1998, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for the
Company by Gable & Gotwals, P.C., Tulsa, Oklahoma.
8
<PAGE> 9
---------------------------
No person has been authorized to give any information or make any
representations in connection with this offering other than those contained in
this prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the registered securities to which it relates or
any offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
---------------------------
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . 3-4
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 5
Common Stock Dividends
and Price Range . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------------------
---------------------------
82,460 Shares
Common Stock
ONEOK, Inc.
---------------------------
PROSPECTUS
---------------------------
___________, 1998
---------------------------
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All amounts, except SEC registration fees, are estimates.
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . $ 900
Printing and copying expenses . . . . . . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . . . . . . 5,000
Accounting, fees and expenses . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . 1,000
--------
Total . . . . . . . . . . . . . . . . . . . $ 12,905
========
</TABLE>
Item 15. Indemnification of Directors and Officers
The Registrant, as an Oklahoma corporation, is empowered by section 1031 of the
Oklahoma General Corporation Act (the "OGCA"), subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made or threatened
to be made a party by reason of his being or having been a director, officer,
employee or agent of the Registrant. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise. Article VIII of the
By-laws of the Company provides that directors and officers of the Company shall
be indemnified by the Company to the fullest extent permitted by Delaware law as
now or hereafter enforce, including the advance of related expenses. If any
determination is required under applicable law as to whether a director or
officer is entitled to indemnification, such determination shall be made by the
Board, by vote of a quorum of disinterested directors, or by independent legal
counsel by written opinion or by shareholders.
The Certificate of Incorporation of the Company provides that a director of the
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) any transaction from which the director derived an improper personal
benefit.
Pursuant to Article VIII of the bylaws of the Company, upon authorization and
determination either (1) by the board of directors by a majority of a quorum
consisting of directors who were not parties to the action, suit, or proceeding
involved; (2) if such a quorum is not obtainable, or event if obtainable and a
quorum of disinterested directors so directs, by independent counsel in a
written opinion; or (3) by the stockholders, the Company is obligated to
indemnify any person who incurs liability by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, or is or was serving
at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in an action by
or in the right of the Company, no indemnification will be made if such person
shall be adjudged to be liable to the Company, unless such indemnification is
allowed by a court of competent jurisdiction.
Under an insurance policy obtained by the Company, coverage of Company officers
and directors against liability for neglect, errors, omissions, or breaches of
duty in their capacities as such as provided for both the Company, to the extent
that it is obligated to indemnify such officers and directors, and the officers
and directors themselves. Such coverage
II-1
<PAGE> 11
is provided in the amount of $75,000,000, with a retained limit by the Company
of $250,000. The insurance company is obligated to pay any loss in excess of the
$250,000 retained limit and defense costs from the first dollar, up to the
policy limit of $75,000,000. Among the policy exclusions are those which exclude
coverage for accounting for profits made within the meaning of Section 16(b) of
the Securities Exchange Act of 1934, claims based upon or attributable to
directors and officers gaining any personal profit or advantage to which such
individuals are not legally entitled, and for any claims brought about or
attributable to the dishonesty of an officer or director.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that the
above-summarized provisions of the registrant's bylaws and the applicable
Oklahoma General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the officer, director, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) shall be asserted by an
officer, director, or controlling person under said provisions, the registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not such indemnification by it is against public policy
as expressed in said Act and will be governed by the final adjudication of such
issue.
Item 16. Exhibits*
The following exhibits are attached hereto or incorporated herein by reference:
<TABLE>
<CAPTION>
Page Number or Incorporation
By Reference to
---------------------------
<S> <C> <C>
(3)(i)(a) Certificate of Incorporation of ONEOK, Inc. Incorporated by reference to Exhibit
3.1 of Amendment No. 3 to Form S-
4 Registration Statement, dated
August 6, 1997, Registration No.
333-41267
(3)(i)(b) Certificate of Merger, filed November 26, 1997 Incorporated by reference to Exhibit
(Name change) 99-a to Quarterly Report on Form
10-Q for quarter ending May 31,
1998
(3)(i)(c) Amended Certificate of Incorporation, filed Incorporated by reference to Exhibit
January 16, 1998 99-b to Quarterly Report on Form
10-Q for quarter ending May 31,
1998
(3)(ii) By-Laws of ONEOK, Inc. Incorporated by reference to Exhibit 3.2 of
Amendment No. 3 to Form S-4 Registration
Statement, dated August 6, 1997, Registration
No. 333-41267
</TABLE>
II-2
<PAGE> 12
<TABLE>
<S> <C> <C>
(4)(a) Article "Fourth of Certificate of Incorporation of Incorporated by reference to Exhibit
ONEOK, Inc." (Preferred and Common Stock) 3.1 of Amendment No. 3 to Form S-
4 Registration Statement, dated
August 6, 1997, Registration No.
333-41267
(4)(b) Certificate of Designation of the Convertible Incorporated by reference to Exhibit
Preferred Stock (Series A and B) 3.3 of Amendment No. 3 to Form S-
4 Registration Statement, dated
August 6, 1997, Registration No.
333-41267
(4)(c) Certificate of Designation of the Series C Incorporated by reference to Exhibit
Participating Preferred Stock 3.4 of Amendment No. 3 to Form S-
4 Registration Statement, dated
August 6, 1997, Registration No.
333-41267
(4)(d) Rights Agreement between ONEOK, Inc. and Liberty Incorporated by reference to Exhibit
Bank and Trust Company of Oklahoma City, N.A. (1) to Registration Statement on Form
(Now Bank One Trust Company) dated November 26, Form 8-A, dated November 16, 1997
1997
(4)(e) Shareholder Agreement Between ONEOK, Inc. and Incorporated by reference to Exhibit
Western Resources, Inc., dated November 26, 1997 2 of Amendment No. 3 to Form S-4
Registration Statement dated August
6, 1997, Registration No. 333-41267
(5) Opinion and consent of Gable & Gotwals, a Filed herewith
Professional Corporation
(23)(a) Consent of KPMG Peat Marwick LLP, Filed herewith
Independent Certified Public Accountants
(23)(b) Consent of Gable & Gotwals, Filed herewith
a Professional Corporation (included in Exhibit 5)
(24) Powers of attorney (included on pages II-5 and II-6) Filed herewith
</TABLE>
Item 17. Undertakings
1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 13
2. Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in said Act and is therefore unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
or not such indemnification by it is against public police as expressed in said
Act and will be governed by the final adjudication of such issue.
3. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration
Statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-4
<PAGE> 14
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes David L.
Kyle and Jerry D. Neal, or either of them, as attorney-in-fact with full power
of substitution, to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this registration statement, including any and all post-effective
amendments and all instruments necessary or incidental in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated in the City of Tulsa and the State of Oklahoma, on this 24th day of
September, 1998.
<TABLE>
<S> <C>
/s/ LARRY W. BRUMMETT /s/ JERRY D. NEAL
- ------------------------ ------------------------
Larry W. Brummett Jerry D. Neal
Chairman of the Board, Vice President,
Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
/s/ DAVID L. KYLE /s/ BARRY D. EPPERSON
- ------------------------ ------------------------
David L. Kyle Barry D. Epperson
President, Chief Operating Vice President, Controller, and
Officer, and Director Chief Accounting Officer
/s/ EDWYNA G. ANDERSON /s/ STEVEN L. KITCHEN
- ------------------------ ------------------------
Edwyna G. Anderson Steven L. Kitchen
Director Director
/s/ WILLIAM M. BELL /s/ BERT H. MACKIE
- ------------------------ ------------------------
William M. Bell Bert H. Mackie
Director Director
/s/ DOUGLAS R. CUMMINGS /s/ DOUGLAS ANN NEWSOM
- ------------------------ ------------------------
Douglas R. Cummings Douglas Ann Newsom
Director Director
/s/ WILLIAM L. FORD /s/ GARY D. PARKER
- ------------------------ ------------------------
William L. Ford Gary D. Parker
Director Director
/s/ HOWARD R. FRICKE /s/ J. D. SCOTT
- ------------------------ ------------------------
Howard R. Fricke J. D. Scott
Director Director
/s/ J. M. GRAVES /s/ STANTON L. YOUNG
- ------------------------ ------------------------
J. M. Graves Stanton L. Young
Director Director
/s/ STEPHEN J. JATRAS
- ------------------------
Stephen J. Jatras
Director
</TABLE>
II-5
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Amendment 1 of Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Tulsa, State of Oklahoma on September 24, 1998
ONEOK, INC.
/s/ JERRY D. NEAL
---------------------------------------
Jerry D. Neal
Vice President, Chief Financial Officer,
and Treasurer (Principal Financial and
Accounting Officer)
II-6
<PAGE> 16
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(5) Consent of Gable & Gotwals, a Professional Corporation
(included in Exhibit 5)
(23)(a) Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
(24) Powers of Attorney (Included on pages II-6 and II-7)
II-7
<PAGE> 1
[GABLE & GOTWALS LETTERHEAD]
September 24, 1998
ONEOK, Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: Form S-3, Registration Statement
Under the Securities Act of 1933
Gentlemen:
We are retained as regular counsel for ONEOK, Inc., an Oklahoma
corporation (hereinafter called the "Company") which has filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-3 (including a Prospectus) relating to the
registration of Eighty-two Thousand, Four Hundred Fifty (82,450) presently
outstanding shares of the common stock of the Company (the "Common Stock") held
by certain stockholders of the Company ("Selling Stockholders"), as more fully
described in the Prospectus.
We have examined (a) the above-mentioned Registration Statement which
is being filed with the Securities and Exchange Commission; (b) the Certificate
of Incorporation, as amended, and the By-laws of the Company; (c) the corporate
actions taken by the Board of Directors of the Company; and (d) such other
documents as we have considered relevant to the matters covered by this opinion.
<PAGE> 2
In connection with the foregoing, we wish to advise you as follows:
1. The Company is a corporation validly organized and existing
under the laws of the State of Oklahoma and is duly qualified
to do business as a foreign corporation in the State of
Kansas.
2. The filing of the above-mentioned Registration Statement has
been duly authorized by the proper corporate action on the
part of the Company.
3. The Common Stock when sold by the Selling Shareholders will be
legally issued, fully paid and non-assessable in the hands of
the owners thereof.
We hereby consent to:
1. Being named in the above-mentioned Form S-3 Registration
Statement and the Prospectus which is being made a part
thereof, and in any amendments thereto, under the caption
"Experts," and "Legality," as counsel for the Company, passing
upon legal matters in connection with the Common Stock and
having reviewed the matters of law and legal conclusions under
"Description of Common Stock" contained in said Prospectus
which are included therein under our authority as experts.
2. The filing of this opinion as an exhibit to the
above-mentioned Form S-3 Registration Statement.
Very truly yours,
Gable & Gotwals
By /s/ Donald A. Kihle
------------------------
Donald A. Kihle
DAK:bb
<PAGE> 1
.
EXHIBIT 23(a)
Independent Auditors' Consent
The Board of Directors
ONEOK, Inc.
We consent to the incorporation by reference herein of our report on the
Consolidated Financial Statements of ONEOK, Inc. as of August 31, 1998 and 1997,
and for each of the years in the three-year period ended August 31, 1998, which
report appears in the August 31, 1998, Annual Report of Form 10-K of ONEOK, Inc.
and to the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Tulsa, Oklahoma
September 24, 1998
