<PAGE>
PROSPECTUS SUPPLEMENT Pursuant to Rule 424(b)(5)
(TO PROSPECTUS DATED SEPTEMBER 4, 1998) Registration No. 333-62279
$100,000,000
[ONEOK LOGO]
ONEOK, Inc.
6% Debentures Due 2009
----------------
Interest on the Debentures will accrue from February 1, 1999 and will be
payable by ONEOK twice a year on February 1 and August 1, beginning August 1,
1999.
We may redeem some or all of the Debentures at any time at the redemption
price described in the section "Description of Debentures" under the heading
"Optional Redemption."
----------------
<TABLE>
<CAPTION>
Per
Debenture Total
--------- -----------
<S> <C> <C>
Public Offering Price (1)................................ 99.494% $99,494,000
Underwriting Discount.................................... 0.6% $ 600,000
Proceeds, before expenses, to the Company................ 98.894% $98,894,000
</TABLE>
- --------
(1)Purchasers will also be required to pay accrued interest from February 1,
1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
We expect the Debentures will be ready for delivery in book-entry form only
through the Depository Trust Company on or about February 8, 1999.
----------------
PaineWebber Incorporated
----------------
The date of this prospectus supplement is February 3, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Prospectus Supplement
<S> <C>
Recent Developments........................................................ S-3
Cautionary Statement Concerning Forward-Looking Statements................. S-3
Use of Proceeds............................................................ S-4
Capitalization............................................................. S-4
Ratio of Earnings to Fixed Charges......................................... S-5
Description of Debentures.................................................. S-5
Experts.................................................................... S-8
Legal Matters.............................................................. S-8
Underwriting............................................................... S-9
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>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus. No one
has been authorized to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the Underwriter is not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus supplement or
the accompanying prospectus, as well as information we previously filed with
the Securities and Exchange Commission and incorporated by reference, is
accurate as of the date on the front cover of those documents only. Our
business, financial condition, results of operations and prospects, as well as
those of Southwest Gas, may have changed since that date.
ONEOK's principal executive offices are located at 100 West Fifth Street,
Tulsa, Oklahoma 74103 (Telephone: (918) 588-7000).
S-2
<PAGE>
RECENT DEVELOPMENTS
On December 14, 1998, ONEOK announced that it had entered into an Agreement
and Plan of Merger providing for the acquisition by merger of Southwest Gas
Corporation for cash of approximately $864 million. ONEOK will be the survivor
of the proposed merger transaction. The proposed merger is subject to customary
conditions, including approval by the shareholders of Southwest Gas and the
receipt of certain governmental and other authorizations, and is expected to
close later in 1999. ONEOK believes that the requisite regulatory approvals
will be received, but is uncertain when it will receive those approvals. It is
possible that regulatory approvals that are obtained will contain conditions or
limitations that will adversely affect the results of operations of the
combined company. Certain unaudited pro forma combined condensed financial data
giving effect to the proposed merger are included in ONEOK's Current Report on
Form 8-K/A dated January 26, 1999, which is incorporated herein by reference.
ONEOK expects to issue about $657 million of debt and $250 million of trust
preferred securities in order to finance the proposed merger.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Some of the statements contained and incorporated in this prospectus
supplement and the accompanying prospectus are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements relate to anticipated financial performance,
management's plans and objectives for future operations, business prospects,
outcome of regulatory proceedings, market conditions, the timing of the
consummation of the proposed merger and other matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements in certain circumstances. The following discussion is intended to
identify important factors that could cause future outcomes to differ
materially from those set forth in the forward-looking statements.
Forward-looking statements include the information concerning possible or
assumed future results of operations of ONEOK and other statements contained or
incorporated in this prospectus supplement or the accompanying prospectus
identified by words such as "anticipate," "estimate," "expect," "intend,"
"believe," "projection" or "goal."
You should not place undue reliance on the forward-looking statements. They
are based on known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of ONEOK to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Those factors may affect ONEOK's
operations, markets, products, services and prices. In addition to any
assumptions and other factors referred to specifically in connection with the
forward-looking statements, factors that could cause ONEOK's actual results to
differ materially from those contemplated in any forward-looking statement
include, among others, the following: industry capacity; changes in technology;
regulatory delays or conditions imposed by regulatory bodies in approving the
proposed merger; the effects of weather and other natural phenomena; increased
competition from other energy suppliers as well as alternative forms of energy;
the capital intensive nature of ONEOK's business; economic climate and growth
in the geographic areas in which ONEOK does business; the uncertainty of gas
and oil reserve estimates; the timing and extent of changes in commodity prices
for natural gas, electricity and crude oil; conditions of capital markets and
equity markets, including conditions that may affect ONEOK's ability to finance
the proposed merger; Year 2000 issues; the effects of changes in governmental
policies and regulatory actions, including income taxes, environmental
compliance and authorized rates; and the other factors listed in the reports
previously filed with the Securities and Exchange Commission, which are
incorporated by reference herein. Other factors and assumptions not identified
above were also involved in the derivation of the forward-looking statements.
The failure of those assumptions to be realized, as well as other factors, may
also cause actual results to differ materially from those projected. ONEOK has
no obligation and makes no undertaking to update publicly or revise any
forward-looking statements.
S-3
<PAGE>
USE OF PROCEEDS
ONEOK will use the proceeds from the sale of the Debentures to repay bank
borrowings and for general corporate purposes. The bank borrowings were used
for general working capital requirements and to finance the tender offer for
and redemption of $175.9 million of ONEOK long-term debt securities in December
1998. The bank borrowings bear interest at fluctuating rates. The annual
interest rate on the bank borrowings to be repaid was 5.91% as of December 31,
1998.
Within the next several weeks, ONEOK expects to issue and sell $100.0
million of its Senior Insured Quarterly Notes due 2019 pursuant to a separate
prospectus supplement. ONEOK expects to use the proceeds of sale to pay bank
borrowings and for general corporate purposes. The issuance and sale of the
Debentures and the Senior Insured Quarterly Notes are not dependent on each
other.
CAPITALIZATION
The following table sets forth ONEOK's capitalization as of November 30,
1998, its supplemental capitalization to reflect the issuance of the Debentures
and its capitalization, as adjusted to reflect the issuance of the Debentures
and the proposed issuance of the Senior Insured Quarterly Notes. The following
data is qualified in its entirety by reference to, and should be read together
with, the detailed information and financial statements appearing in the
documents incorporated in this prospectus supplement and the accompanying
prospectus.
<TABLE>
<CAPTION>
As of November 30, 1998
---------------------------------------------
Actual Supplemental As Adjusted
---------- ---------------- ----------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Debentures...................... $ -- $ 100,000 6.0% $ 100,000 5.9%
Senior Insured Quarterly Notes.. -- -- -- 100,000 5.9
Other Long-Term Debt (Excluding
Current Portion)............... 512,355 412,355 24.6 336,355 19.7
Convertible Preferred Stock..... 569,609 569,609 34.0 569,609 33.5
Common Shareholders' Equity..... 594,412 594,412 35.4 594,412 35.0
---------- ---------- ----- ---------- -----
Total Capitalization........ $1,676,376 $1,676,376 100.0% $1,700,376 100.0%
========== ========== ===== ========== =====
Short-Term Notes Payable........ $ 68,000 $ 68,000 $ 44,000
========== ========== ==========
</TABLE>
S-4
<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 ONEOK for the periods indicated:
<TABLE>
<CAPTION>
For the Quarter Ended November 30, For the Years Ended August 31,
----------------------------------- -----------------------------------------------------
Historical Historical
Merger As Merger As
Pro Forma(a) Adjusted(b) Historical Pro Forma(a) Adjusted(b) Historical
------------ ----------- ---------- ------------ ----------- ----------------------------
1998 1998 1998 1998 1998 1998 1997 1996 1995 1994
------------ ----------- ---------- ------------ ----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges (c)...... -- 3.39x 2.98x 1.92x 6.50x 5.50x 3.51x 3.28x 2.70x 2.52x
Ratio of earnings to
combined fixed charges
and preferred stock
dividend requirements
(d).................... -- 1.38x 1.31x 1.52x 2.71x 2.52x 3.48x 3.24x 2.67x 2.49x
</TABLE>
- --------
(a) Merger pro forma information gives effect to the proposed merger
transaction with Southwest Gas and is presented as if the proposed merger
transaction had occurred as of the beginning of the applicable period. On a
pro forma basis, giving effect to (1) the annual interest charges on long-
term debt and (2) the annual preferred securities distribution on the trust
preferred securities expected to be issued in order to finance the proposed
merger transaction with Southwest Gas, earnings would have been
insufficient to cover (x) fixed charges by approximately $12.7 million and
(y) combined fixed charges and preferred dividend requirements by
approximately $28.0 million for the three months ended November 30, 1998.
(b) Historical as adjusted information gives effect to the offering of the
Debentures and the proposed offering of the Senior Insured Quarterly Notes
and the application of the net proceeds therefrom and is presented as if
both offerings had occurred as of the beginning of the applicable period.
Historical as adjusted information does not give effect to the proposed
merger transaction with Southwest Gas.
(c) 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, preferred securities distributions of a
subsidiary and the amortization of debt issue costs.
(d) 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, the representative interest
portion of operating leases and preferred securities distributions of a
subsidiary. "Preferred stock dividend requirements" consists of the pre-tax
preferred stock dividend requirement.
DESCRIPTION OF DEBENTURES
The Debentures will be issued under the Indenture dated as of September 24,
1998, as amended and supplemented, between ONEOK and Chase Bank of Texas,
National Association, as Trustee. The Indenture is more fully described in the
accompanying prospectus. The following description of the particular terms of
the Debentures supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Securities set forth in
the accompanying prospectus under the caption "Description of Securities."
Whenever particular defined terms of the Indenture are referred to, such
defined terms are incorporated herein by reference.
The Debentures will be issued only in fully registered form, without
coupons, in denominations of $1,000 and integral multiples thereof. The
Debentures will be represented by a single permanent global Debenture
registered in the name of DTC, or its nominee. Payment of principal and
interest will be made in immediately available funds to the registered holder,
which will be DTC or its nominee.
The Debentures will mature on February 1, 2009. ONEOK will have the right to
issue additional debt securities under the Indenture at any time. The
Debentures will bear interest at the annual rate stated on the cover
S-5
<PAGE>
page from February 1, 1999, payable on each February 1 and August 1, commencing
August 1, 1999, to the person in whose name the Debenture is registered at the
close of business on January 15 or July 15 (whether or not a Business Day), as
the case may be. The Debentures will be unsecured and unsubordinated
obligations of ONEOK.
Optional Redemption
ONEOK has the right to redeem all or any portion of the Debentures at any
time at a Redemption Price equal to the greater of (A) 100% of the principal
amount of the Debentures or (B) as determined by a Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and
interest discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate,
plus, in each case, accrued but unpaid interest to the date of redemption.
ONEOK must give notice of redemption to the registered holders of the
Debentures to be redeemed at least 30 days but not more than 60 days before the
proposed date of redemption. Interest will not accrue on the Debentures or
portions thereof called for redemption on and after the date of redemption
unless ONEOK fails to pay the Redemption Price.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such date of redemption, plus 0.200%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Debentures to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Debentures.
"Comparable Treasury Price" means, with respect to any date of redemption,
(A) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such date of redemption, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (1) the average
of the Reference Treasury Dealer Quotations for such date of redemption or (2)
if the Company obtains only one Reference Treasury Dealer Quotation, the
Reference Treasury Dealer Quotation.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
ONEOK and certified to the Trustee by ONEOK.
"Reference Treasury Dealer" means PaineWebber Incorporated and its
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government Securities dealer in New York City (a "Primary Treasury
Dealer"), ONEOK will substitute therefor another Primary Treasury Dealer and
certify same to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined by ONEOK
and certified to the Trustee by ONEOK, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to ONEOK by such Reference Treasury Dealer
at 5:00 p.m. on the third Business Day preceding such date of redemption.
S-6
<PAGE>
Book-Entry Only Issuance--The Depository Trust Company
DTC will act as the initial securities depositary for the Debentures. The
Debentures will be issued only as fully registered securities registered in the
name of Cede & Co., DTC's nominee. One or more fully registered global
Debenture certificates will be issued, representing in the aggregate the total
principal amount of Debentures, 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 Securities Exchange
Act of 1934. 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
Securities and Exchange Commission.
Purchases of Debentures within the DTC system must be made by or through
Direct Participants, which will receive a credit for the Debentures on DTC's
records. The ownership interest of each actual purchaser of Debentures (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 Debentures. Transfers of
ownership interests in the Debentures 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
Debentures, except in the event that use of the book-entry system for the
Debentures is discontinued, ONEOK 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 Debentures.
DTC's records reflect only the identity of the Direct Participants to whose
accounts such Debentures 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 will be sent to DTC. If less than all of the Debentures
are being redeemed, DTC will reduce the amount of the interest of each Direct
Participant in the Debentures in accordance with its procedures.
Although voting with respect to the Debentures is limited, in those cases
where a vote is required, neither DTC nor Cede & Co. will itself consent or
vote with respect to Debentures. Under its usual procedures, DTC would mail an
Omnibus Proxy to ONEOK 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 Debentures are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
S-7
<PAGE>
Payments on the Debentures 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 of
regulatory requirements as may be in effect from time to time. Payment to DTC
is the responsibility of ONEOK, disbursements of such payments to Direct
Participants is the responsibility of DTC and disbursements 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
Debenture will not be entitled to receive physical delivery of Debentures.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Debentures. 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 Debenture.
DTC may discontinue providing its services as security depositary with
respect to the Debentures at any time by giving reasonable notice to ONEOK.
Under such circumstances, in the event that a successor securities depositary
is not obtained, Debentures certificates will be printed and delivered to the
holders of record. Additionally, ONEOK may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor depositary) with
respect to the Debentures. In that event, certificates for the Debentures 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 ONEOK believes to be reliable, but ONEOK
takes no responsibility for the accuracy thereof. ONEOK 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.
EXPERTS
The consolidated financial statements of ONEOK 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 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 Southwest Gas and its subsidiaries
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, incorporated by reference herein and in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
LEGAL MATTERS
Certain legal matters, including the validity of the Debentures, will be
passed on for ONEOK by Gable & Gotwals, Tulsa, Oklahoma. Certain legal matters
relating to the offering will be passed on for the Underwriter by Jones, Day,
Reavis & Pogue, Chicago, Illinois. Jones, Day, Reavis & Pogue will rely on
Gable & Gotwals as to matters of Oklahoma law. Jones, Day, Reavis & Pogue from
time to time acts as counsel to ONEOK.
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions contained in the Underwriting Agreement,
ONEOK has agreed to sell to PaineWebber Incorporated, the sole Underwriter, and
the Underwriter has agreed to purchase from ONEOK the entire $100,000,000
aggregate principal amount of the Debentures. In the Underwriting Agreement,
the Underwriter has agreed, subject to the terms and conditions set forth
therein, to purchase all of the Debentures if any Debentures are purchased by
the Underwriter.
ONEOK has been advised by the Underwriter that it proposes initially to
offer the Debentures to the public at the public offering price set forth on
the cover page of this prospectus supplement, and to certain dealers at such
price less a concession not in excess of 0.4% of the principal amount of the
Debentures. The Underwriter may allow and such dealers may reallow a concession
not in excess of 0.25% of the principal amount. After the initial public
offering, the public offering price and the concessions may be changed.
ONEOK estimates that, excluding underwriting discounts, it will incur
$250,000 in offering expenses in connection with this offering.
The Debentures are a new issue of securities with no established trading
market. ONEOK does not intend to apply for listing of the Debentures on a
national securities exchange. The Underwriter has told ONEOK that it presently
intends to make a market in the Debentures, as permitted by applicable laws and
regulations. The Underwriter is not obligated, however, to make a market in the
Debentures. Any market making by the Underwriter may be discontinued at any
time at the sole discretion of the Underwriter. No assurance can be given as to
whether a trading market for the Debentures will develop or as to the liquidity
of any trading market.
Until the distribution of the Debentures is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriter to
bid for and purchase the Debentures. As an exception to these rules, the
Underwriter is permitted to engage in certain transactions that stabilize the
price of the Debentures. Possible transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the Debentures.
If the Underwriter creates a short position in the Debentures in connection
with this offering, that is, if it sells a greater aggregate principal amount
of Debentures than is set forth on the cover page of this prospectus
supplement, the Underwriter may reduce that short position by purchasing
Debentures in the open market. The Underwriter may also impose a penalty bid on
certain selling group members. This means that if the Underwriter purchases
Debentures in the open market to reduce the Underwriter's short position or to
stabilize the price of the Debentures, it may reclaim the amount of the selling
concession from the selling group members who sold those Debentures as part of
the offering.
In general, purchases 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. The imposition of a penalty bid
might also have an effect on the price of a Debenture to the extent that it
were to discourage resales of the Debenture.
Neither ONEOK nor the Underwriter makes any representation or prediction as
to the direction or magnitude of any effect that the transactions described
above might have on the price of the Debentures. In addition, neither ONEOK nor
the Underwriter makes any representation that the Underwriter will engage in
such transactions. Such transactions, once commenced, may be discontinued
without notice.
ONEOK has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments that the Underwriter may be required to make in respect thereof.
PaineWebber Incorporated and its affiliates have from time to time
performed, and may continue to perform in the future, investment banking
services for ONEOK, for which customary compensation has been received.
S-9
<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.
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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
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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.
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(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
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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.
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(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
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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
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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
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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)
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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
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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
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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).
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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.
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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.
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$100,000,000
[ONEOK LOGO]
ONEOK, Inc.
6% Debentures Due 2009
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PROSPECTUS SUPPLEMENT
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PaineWebber Incorporated
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February 3, 1999
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