ONEOK INC /NEW/
DEFA14A, 1998-12-21
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>
 
                         [LOGO OF ONEOK APPEARS HERE]
 
LARRY W. BRUMMETT
Chairman and Chief Executive Officer
 
ANNUAL MEETING -- JANUARY 21, 1999
 
December 16, 1998
 
Dear Shareholder:
 
As you know by now, our upcoming annual meeting of stockholders is to be held
in the auditorium at our corporate office, 100 West Fifth Street, Tulsa,
Oklahoma 74103 on January 21, 1999, at 10 a.m. Our Proxy Statement for this
meeting was mailed to you on November 30, 1998.
 
The purpose of this letter is to supplement the information contained in the
latest Proxy Statement. On December 14, 1998, ONEOK, Inc.'s Board of Directors
approved a proposed acquisition of Southwest Gas Corporation in Las Vegas,
Nevada. This transaction will substantially increase ONEOK's current customer
base and will afford ONEOK growth opportunities in Nevada, Arizona, and
California. The Board of Directors and management of ONEOK believe that this
transaction is an important part of our strategy designed to position ONEOK as
a leader in the diversified energy fields.
 
This Supplement does not change, in any way, the nature of the proposals
previously submitted for your approval. If you have already completed and
returned a proxy, such proxy will continue to be valid, and you do not have to
complete and return the enclosed proxy unless you wish to do so.
 
On behalf of the Board of Directors, I thank you for your continued support
and look forward to seeing you at our January 21st meeting.
 
Sincerely,
 
/s/ Larry W. Brummett
Larry W. Brummett
 
Enclosure
                          --------------------------
                 100 West Fifth Street . Tulsa, OK 74103-4298
                      P.O. Box 871 . Tulsa, OK 74102-0871
<PAGE>
 
To the Holders of Common Stock of                             December 16, 1998
       ONEOK, Inc.
 
               Supplement to the Annual Meeting Proxy Statement
                          Mailed on November 30, 1998
 
  This Proxy Statement Supplement amends and modifies, and should be read in
conjunction with, the Proxy Statement of ONEOK, Inc. dated November 30, 1998,
furnished in connection with the Annual Meeting of Stockholders to be held
January 21, 1999. Copies of the Annual Meeting Proxy Statement were previously
furnished to holders of record of ONEOK Common Stock as of the close of
business on November 24, 1998.
 
  AS NOTED BELOW, IF YOU HAVE ALREADY COMPLETED AND RETURNED A PROXY, SUCH
PROXY WILL CONTINUE TO BE VALID AND YOU DO NOT HAVE TO COMPLETE AND RETURN A
NEW PROXY.
 
PROPOSED ACQUISITION OF SOUTHWEST GAS CORPORATION
 
  On December 14, 1998, the Board of Directors of ONEOK, Inc. approved a
proposed acquisition of Southwest Gas Corporation located in Las Vegas,
Nevada. This transaction will substantially increase ONEOK's current customer
base and will afford ONEOK growth opportunities in Nevada, Arizona, and
California. The Board of Directors and management of ONEOK believe that this
transaction is an important part of our strategy designed to position ONEOK as
a leader in the diversified energy fields. The transaction is subject to
approval by the shareholders of Southwest Gas and to certain regulatory
approvals, and is expected to close within 12 to 18 months.
 
RECOMMENDATIONS OF THE BOARD
 
Proposal No. 1 - Election of Directors: The Board of Directors continues to
recommend that stockholders vote FOR the Company's nominees for election as
directors. The nominees are: Class B - William M. Bell, Douglas R. Cummings,
Howard R. Fricke, and David L. Kyle; and Class A - Douglas T. Lake. The Proxy
Statement previously furnished contains information concerning such
individuals.
 
Proposal No. 2 - Proposal to Approve the Amendment to and Restatement of the
Key Employee Stock Plan: The market value of a share of Common Stock on
November 24, 1998, the latest practicable date before the initial mailing of
the Annual Meeting Proxy Statement was $35.69. The Board of Directors
continues to recommend that stockholders vote FOR the adoption of Proposal 2.
 
Proposal No. 3 - Ratification and Approval of KPMG Peat Marwick LLP as
Independent Auditor of the Corporation for the 1999 Fiscal Year: The Board of
Directors continues to recommend that stockholders vote FOR Proposal 3.
 
YOUR PROXY
 
If you previously completed and returned a proxy, such proxy continues to be
valid and the shares represented thereby will be voted in accordance with the
instructions indicated thereon and you do not need to complete a new proxy in
order for your shares to be represented at the Annual Meeting, unless you wish
to change your vote. A new proxy is enclosed for stockholders who have not
previously completed and returned a proxy, or who have previously completed
and returned a proxy and wish to change the voting instructions contained in
such proxy.
 
  IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU HAVE NOT
PREVIOUSLY COMPLETED AND RETURNED A PROXY, PLEASE COMPLETE AND RETURN THE
PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
 
Deborah B. Barnes, Secretary


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