<PAGE>
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)
(TO PROSPECTUS DATED AUGUST 12, 1999) File Number 333-76375
$300,000,000
[ONEOK LOGO]
ONEOK, Inc.
7 3/4% Notes Due 2006
----------------
Interest on the Notes will accrue from August 17, 1999 and will be payable
by ONEOK twice a year on February 15 and August 15, beginning February 15,
2000.
We may redeem some or all of the Notes at any time at the redemption price
described in the section "Description of Notes" under the heading "Optional
Redemption."
----------------
<TABLE>
<CAPTION>
Per
Note Total
------- ------------
<S> <C> <C>
Public Offering Price..................................... 98.920% $296,760,000
Underwriting Discount..................................... 0.575% $ 1,725,000
Proceeds, before expenses, to the Company................. 98.345% $295,035,000
</TABLE>
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 Notes will be ready for delivery in book-entry form only
through the Depository Trust Company on or about August 17, 1999.
----------------
PaineWebber Incorporated
Banc of America Securities LLC
First Union Capital Markets Corp.
SunTrust Equitable Securities
----------------
The date of this prospectus supplement is August 12, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Prospectus Supplement
<S> <C>
About ONEOK......................... 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 Notes................ S-5
Experts............................. S-8
Legal Matters....................... S-8
Underwriting........................ S-9
</TABLE>
<TABLE>
<CAPTION>
Page
----
Prospectus
<S> <C>
About this Prospectus............... 2
Where You Can Find More Information. 2
Forward-Looking Information......... 3
About ONEOK......................... 4
Use of Proceeds..................... 5
Ratio of Earnings to Fixed Charges.. 5
Description of Debt Securities...... 5
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 underwriters are 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 Corporation, 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>
ABOUT ONEOK
ONEOK and its subsidiaries engage in several aspects of the energy
business. ONEOK purchases, gathers, compresses, transports and stores natural
gas for distribution to consumers. ONEOK transports gas for others and leases
pipeline capacity to others for use in transporting gas. ONEOK drills for and
produces gas and oil, extracts and sells natural gas liquids, and engages in
the gas marketing business. In addition, ONEOK leases and operates a
headquarters office building (leasing space it does not use to others) and
owns and operates a related parking facility. As a regulated natural gas
utility, ONEOK distributes natural gas to approximately 1.4 million customers
in the states of Oklahoma and Kansas.
ONEOK has agreed to acquire Southwest Gas by merger for cash of
approximately $917 million. ONEOK will be the survivor of the proposed merger
transaction. Southwest Gas is a regulated natural gas utility that distributes
natural gas to 1.2 million customers in the states of Nevada, Arizona and
California. On August 10, 1999, the shareholders of Southwest Gas approved the
proposed merger. The proposed merger, which is expected to close later in
1999, is subject to customary conditions, including the receipt of
governmental and other authorizations. 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. Unaudited
pro forma combined condensed financial data giving effect to the proposed
merger are included in our current report on Form 8-K dated July 12, 1999,
which is incorporated herein by reference.
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;
. 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;
S-3
<PAGE>
. the uncertainty of gas and oil reserve estimates;
. the timing and extent of changes in commodity prices for natural gas,
natural gas liquids, electricity and crude oil;
. the nature and projected profitability of potential projects and other
investments available to ONEOK;
. conditions of capital markets and equity markets;
. Year 2000 issues;
. the effects of changes in governmental policies and regulatory actions,
including income taxes, environmental compliance, authorized rates and
deregulation, or further "unbundling," of the natural gas business;
. the pending merger with Southwest Gas, and any regulatory delay or
conditions imposed by regulatory bodies in connection with the Southwest
Gas merger; and
. the other factors listed in the reports we have filed and may file with
the Securities and Exchange Commission, which are incorporated by
reference.
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.
USE OF PROCEEDS
ONEOK will use the proceeds from the sale of the Notes to refinance short-
term indebtedness that was used to finance the acquisition of the Oklahoma
assets of Koch Midstream Enterprises in May 1999 and to refinance other short-
term indebtedness incurred for general corporate purposes. The weighted average
annual interest rate of this short-term indebtedness was 5.269% as of July 31,
1999.
CAPITALIZATION
The following table sets forth ONEOK's capitalization as of May 31, 1999 and
its capitalization, as adjusted to reflect the issuance of the 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 May 31, 1999
---------------------------------------
Actual As Adjusted
---------------- ----------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Notes.................................. -- -- $ 300,000 14.7%
Other long-term debt (excluding current
portion).............................. $ 524,558 30.1% 524,558 25.7
Convertible preferred stock............ 569,070 32.7 569,070 27.9
Common shareholders' equity............ 648,555 37.2 648,555 31.7
---------- ----- ---------- -----
Total capitalization............... $1,742,183 100.0% $2,042,183 100.0%
========== ===== ========== =====
Short-term notes payable (including
current portion of
long-term debt)....................... $ 413,817 $ 117,367
========== ==========
</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 Nine Months
Ended May 31, For the Years Ended August 31,
------------------------ ------------------------------------------
Southwest Gas Southwest Gas
Merger Merger
Pro Forma Historical Pro Forma Historical
------------- ---------- ------------- ----------------------------
1999 1999 1998 1998 1997 1996 1995 1994
------------- ---------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges.......... 2.37x 5.44x 1.89x 5.50x 3.51x 3.28x 2.70x 2.52x
Ratio of earnings to
combined fixed
charges and preferred
stock dividend
requirements........... 1.78x 2.47x 1.50x 2.52x 3.48x 3.24x 2.67x 2.49x
</TABLE>
Southwest Gas 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.
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.
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 NOTES
The Notes 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 Notes 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, those defined terms
are incorporated herein by reference.
The Notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 and integral multiples thereof. The Notes will be
represented by permanent global Notes 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 Notes will mature on August 15, 2006. ONEOK will have the right to issue
additional debt securities under the Indenture at any time. The Notes will bear
interest at the annual rate stated on the cover page from August 17, 1999,
payable on each February 15 and August 15, commencing February 15, 2000, to the
person in whose name the Note is registered at the close of business on
February 1 or August 1 (whether or not a Business Day), as the case may be. The
Notes will be unsecured and unsubordinated obligations of ONEOK.
Optional Redemption
ONEOK has the right to redeem all or any portion of the Notes at any time at
a Redemption Price equal to the greater of (A) 100% of principal amount or (B)
as determined by a Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be
redeemed that are payable after the date of redemption, discounted to that date
of redemption on a semiannual basis (assuming a 360-day year consisting
S-5
<PAGE>
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 Notes
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 Notes 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 0.250%.
"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 Notes to be redeemed that would be used, 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 the
Notes.
"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 the 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 that release (or any successor release) is not
published or does not contain those prices on that Business Day, (1) the
average of the Reference Treasury Dealer Quotations for the 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 it ceases 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 the Reference Treasury Dealer
at 5:00 p.m. on the third Business Day preceding such date of redemption.
Book-Entry Only Issuance--The Depository Trust Company
DTC will act as the initial securities depositary for the Notes. The Notes
will be issued only as fully registered securities registered in the name of
Cede & Co., DTC's nominee. One or more fully registered global Note
certificates will be issued, representing in the aggregate the total principal
amount of Notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the 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
S-6
<PAGE>
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 Notes within the DTC system must be made by or through Direct
Participants, which will receive a credit for the Notes on DTC's records. The
ownership interest of each actual purchaser of Notes (such purchaser, or the
person to whom such purchaser conveys his or her ownership interest, a
"Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchases, but Beneficial Owners are expected to receive
written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participants
through which the Beneficial Owners purchased Notes. Transfers of ownership
interests in the Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Notes, except in
the event that use of the book-entry system for the Notes 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 Notes. DTC's
records reflect only the identity of the Direct Participants to whose accounts
such Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Notes are
being redeemed, DTC will reduce the amount of the interest of each Direct
Participant in the Notes in accordance with its procedures.
Although voting with respect to the Notes is limited, in those cases where a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to Notes. 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 Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the Notes will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
Participant and not of DTC or the Company, subject to any statutory 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
Note will not be entitled to receive physical delivery of Notes. Accordingly,
each Beneficial Owner must rely on the procedures of DTC to
S-7
<PAGE>
exercise any rights under the Notes. The laws of some jurisdictions require
that some purchasers of securities take physical delivery of securities in
definitive form. Such laws may impair the ability to transfer beneficial
interests in a global Note.
DTC may discontinue providing its services as security depositary with
respect to the Notes at any time by giving reasonable notice to ONEOK. Under
those circumstances, in the event that a successor securities depositary is not
obtained, Notes 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 Notes. In that event, certificates for the Notes will be printed and
delivered to the holders of record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that 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 have been 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, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, incorporated by reference in ONEOK's current
report on Form 8-K dated April 15, 1999, 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
Various legal matters, including the validity of the Notes, will be passed
on for ONEOK by Gable & Gotwals, Tulsa, Oklahoma. Various legal matters
relating to the offering will be passed on for the Underwriters 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 an underwriting agreement,
ONEOK has agreed to sell to each of the underwriters, and the underwriters have
each severally agreed to purchase from ONEOK, the respective principal amounts
of Notes set forth in the following table. In the underwriting agreement, the
underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all of the Notes if any Notes are purchased by the
underwriters.
<TABLE>
<CAPTION>
Principal
Amount of
Underwriters Notes
- ------------ ------------
<S> <C>
PaineWebber Incorporated.......................................... $ 85,000,000
Banc of America Securities LLC.................................... 85,000,000
First Union Capital Markets Corp. ................................ 85,000,000
SunTrust Equitable Securities Corporation......................... 45,000,000
------------
Total......................................................... $300,000,000
============
</TABLE>
ONEOK has been advised by the underwriters that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this prospectus supplement, and to certain dealers at that price
less a concession not in excess of 0.375% of the principal amount of the Notes.
The underwriters may allow and 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 Notes are a new issue of securities with no established trading market.
ONEOK does not intend to apply for listing of the Notes on a national
securities exchange. The underwriters have told ONEOK that they presently
intend to make a market in the Notes, as permitted by applicable laws and
regulations. The underwriters are not obligated, however, to make a market in
the Notes. Any market making by the underwriters may be discontinued at any
time at the sole discretion of the underwriters. No assurance can be given as
to whether a trading market for the Notes will develop or as to the liquidity
of any trading market.
Until the distribution of the Notes is completed, rules of the Securities
and Exchange Commission may limit the ability of the underwriters to bid for
and purchase the Notes. As an exception to these rules, the underwriters are
permitted to engage in various transactions that stabilize the price of the
Notes. Possible transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes.
If the underwriters create a short position in the Notes in connection with
this offering, that is, if they sell a greater aggregate principal amount of
Notes than is set forth on the cover page of this prospectus supplement, the
underwriters may reduce that short position by purchasing Notes in the open
market. The underwriters may also impose a penalty bid on certain selling group
members. This means that if the underwriters purchase Notes in the open market
to reduce the underwriters' short position or to stabilize the price of the
Notes, they may reclaim the amount of the selling concession from the selling
group member who sold those Notes 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 Note to the extent that it were to
discourage resales of the Note.
S-9
<PAGE>
Neither ONEOK nor the underwriters make 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 Notes. In addition, neither ONEOK nor the
underwriters make any representation that the underwriters will engage in those
transactions. Those transactions, once commenced, may be discontinued without
notice.
ONEOK has agreed to indemnify the underwriters against various liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments that the underwriters may be required to make in respect thereof.
From time to time in the ordinary course of business, some of the
underwriters and their affiliates have engaged, and may in the future engage,
in general financing and banking transactions and investment banking
transactions with ONEOK and its affiliates. Bank of America, N.A., an affiliate
of Banc of America Securities LLC, one of the underwriters, made loans to ONEOK
to finance the acquisition of the Oklahoma assets of Koch Midstream
Enterprises. See "Use of Proceeds" in this prospectus supplement. Because more
than ten percent of the net proceeds of the offering will be paid to an
affiliate of a member of the National Association of Securities Dealers, Inc.,
the offering is being conducted pursuant to the provisions of Rule 2710(c)(8)
of the NASD's Conduct Rules.
S-10
<PAGE>
$500,000,000
ONEOK, Inc.
Debt Securities
----------------
We may offer from time to time unsecured Debt Securities, which may be
senior notes or debentures or other unsecured evidences of indebtedness in one
or more series. The aggregate initial offering price of the Debt Securities
that are offered will not exceed $500,000,000. We will offer the Debt
Securities in an amount and on terms to be determined by market conditions at
the time of the offering.
We will provide specific terms of the particular Debt Securities being
offered in supplements to this prospectus. You should read this prospectus and
any supplement carefully before you invest. This prospectus may not be used to
sell Debt Securities unless accompanied by a prospectus supplement.
----------------
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. Any representation to the contrary is
a criminal offense.
----------------
The date of this Prospectus is August 12, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
About this Prospectus....................................................... 2
Where You Can Find More Information......................................... 2
Forward-Looking Information................................................. 3
About ONEOK................................................................. 4
Use of Proceeds............................................................. 5
Ratio of Earnings to Fixed Charges.......................................... 5
Description of Debt Securities.............................................. 5
Plan of Distribution........................................................ 14
Legal Matters............................................................... 15
Experts..................................................................... 15
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that ONEOK ("we" or
"ONEOK") filed with the Securities and Exchange Commission using a "shelf"
registration process. Using this process, we may offer the Debt Securities
described in this prospectus in one or more offerings with a total initial
offering price of up to $500,000,000. This prospectus provides you with a
general description of the Debt Securities we may offer. Each time we offer
Debt Securities, we will provide a prospectus supplement and any pricing
supplement that will contain information about the specific terms of that
particular offering. The prospectus supplement or pricing supplement may also
add, update or change information contained in this prospectus. To obtain
additional information that may be important to you, you should read the
exhibits filed by us with this registration statement or our other filings with
the Securities and Exchange Commission. You also should read this prospectus
and any prospectus supplement or pricing supplement together with the
additional information described under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You can read and copy
any materials we file with the Securities and Exchange Commission at its Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
regional offices located at Seven World Trade Center, New York, New York 10048
and at 500 West Madison Street, Chicago, Illinois 60661. You can obtain
information about the operations of the Securities and Exchange Commission
Public Reference Room by calling the Securities and Exchange Commission at 1-
800-SEC-0330. The Securities and Exchange Commission also maintains a Web site
that contains information we file electronically with the Securities and
Exchange Commission, which you can access over the Internet at
http://www.sec.gov. Our Common Stock is listed on the New York Stock Exchange
(NYSE: OKE), and you can obtain information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission relating to the Debt Securities. As
permitted by Securities and Exchange Commission rules, this prospectus does not
contain all of the information we have included in the registration statement
and the accompanying exhibits we file with the Securities and Exchange
Commission. You may refer to the registration statement and the exhibits for
more information about us and the Debt Securities. The registration statement
and the exhibits are available at the Securities and Exchange Commission's
Public Reference Room or through its Web site.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information filed with it, which means that we can disclose
important information to you by referring you to those documents. The
information we incorporate by reference is an important part of this
prospectus, and later information that
2
<PAGE>
we file with the Securities and Exchange Commission will automatically update
and supersede some of this information. We incorporate by reference the
documents listed below, and any future filings we make with the Securities and
Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all the Debt Securities. The documents we
incorporated by reference are:
. our annual report on Form 10-K for the year ended August 31, 1998;
. our quarterly reports on Form 10-Q for the quarterly periods ended
November 30, 1998, February 28, 1999 and May 31, 1999; and
. our current reports on Form 8-K dated September 24, 1998 (as amended on
October 2, 1998), October 21, 1998, December 16, 1998, December 16,
1998, January 25, 1999 (as amended on January 26, 1999), January 25,
1999, February 8, 1999, February 16, 1999, February 23, 1999, February
24, 1999, February 24, 1999, February 26, 1999, March 5, 1999, March 19,
1999,April 15, 1999 (as amended on April 29, 1999), April 19, 1999,
April 22, 1999, April 26, 1999, May 3, 1999, May 13, 1999, June 22,
1999, July 12, 1999, July 28, 1999, August 6, 1999 and August 9, 1999.
You may request a copy of these filings (other than an exhibit to the
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Attention: Chief Financial Officer
Telephone: (918) 588-7000
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We may only
use this prospectus to sell Debt Securities if it is accompanied by a
prospectus supplement. We are only offering these Debt Securities in states
where the offer is permitted. You should not assume that the information in
this prospectus or any applicable prospectus supplement is accurate as of any
date other than the date on the front of those documents.
FORWARD-LOOKING INFORMATION
Some of the statements contained and incorporated in this 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 our proposed merger with
Southwest Gas Corporation and other matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements in
various 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 items identified in the preceding
paragraph, the information concerning possible or assumed future results of
operations and other statements contained or incorporated in this 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 our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Those factors may affect our
operations, markets, products, services and prices. In
3
<PAGE>
addition to any assumptions and other factors referred to specifically in
connection with the forward-looking statements, factors that could cause our
actual results to differ materially from those contemplated in any forward-
looking statement include, among others, the following:
. industry capacity;
. changes in technology;
. 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,
natural gas liquids, electricity and crude oil;
. the nature and projected profitability of potential projects and other
investments available to ONEOK;
. conditions of capital markets and equity markets;
. Year 2000 issues;
. the effects of changes in governmental policies and regulatory actions,
including income taxes, environmental compliance, authorized rates and
deregulation, or further "unbundling," of the natural gas business;
. the pending merger with Southwest Gas, and any regulatory delay or
conditions imposed by regulatory bodies in connection with the Southwest
Gas merger; and
. the other factors listed in the reports we have filed and may file with
the Securities and Exchange Commission, which are incorporated by
reference.
Other factors and assumptions not identified above were also involved in the
making 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 make no
undertaking to update publicly or revise any forward-looking statements.
ABOUT ONEOK
ONEOK and its subsidiaries engage in several aspects of the energy business.
ONEOK purchases, gathers, compresses, transports and stores natural gas for
distribution to consumers. ONEOK transports gas for others and leases pipeline
capacity to others for use in transporting gas. ONEOK drills for and produces
gas and oil, extracts and sells natural gas liquids, and engages in the gas
marketing business. In addition, ONEOK leases and operates a headquarters
office building (leasing space it does not use to others) and owns and operates
a related parking facility. As a regulated natural gas utility, ONEOK
distributes natural gas to approximately 1.4 million customers in the states of
Oklahoma and Kansas.
ONEOK has agreed to acquire Southwest Gas by merger for cash of
approximately $917 million. ONEOK will be the survivor of the proposed merger
transaction. Southwest Gas is a regulated natural gas utility that distributes
natural gas to 1.2 million customers in the states of Nevada, Arizona and
California. On August 10, 1999, the shareholders of Southwest Gas approved the
proposed merger. The proposed merger, which is expected to close later in 1999,
is subject to customary conditions, including the receipt of governmental and
other authorizations. 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. Unaudited pro forma combined
condensed financial data giving effect to the proposed merger are included in
our current report on Form 8-K dated July 12, 1999, which is incorporated
herein by reference.
4
<PAGE>
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we will use the
net proceeds from the sale of the Debt Securities offered by this prospectus
for general corporate purposes. These purposes may include repayment and
refinancing of debt, acquisitions (including our acquisition of Southwest Gas),
working capital, capital expenditures and repurchases and redemptions of
securities. Pending any specific application, we may initially invest funds in
short-term marketable securities or apply them to the reduction of short-term
indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods shown is as
follows:
<TABLE>
<CAPTION>
For the Years Ended August 31,
For the Nine Months Ended ----------------------------------------------
May 31, 1999 1998 1997 1996 1995 1994
------------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
5.44x 5.50x 3.51x 3.28x 2.70x 2.52x
</TABLE>
We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, "earnings" consist of net income
plus fixed charges and income taxes. "Fixed charges" consist of interest
charges, that portion of annual operating lease expense we have deemed to
represent the interest factor and the amortization of debt issue costs.
DESCRIPTION OF DEBT SECURITIES
The following description states the general terms and provisions of our
unsecured Debt Securities. In this prospectus, "Debt Securities" means the
debentures, notes, bonds and other evidences of indebtedness that we will issue
under an Indenture that we entered into with Chase Bank of Texas, National
Association, as Trustee, on September 24, 1998. Each prospectus supplement that
we provide when we offer Debt Securities will describe the specific terms of
the Debt Securities offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those Debt Securities.
We have summarized various terms and provisions of the Indenture in this
section. The summary is not complete. We also have filed the form of the
Indenture as an exhibit to this registration statement. You should read the
form of Indenture for additional information before you buy any Debt
Securities. The Indenture will be qualified under the Trust Indenture Act of
1939. You should refer to the Trust Indenture Act for provisions that apply to
the Debt Securities. This summary also is subject to and qualified by reference
to the description of the particular terms of the Debt Securities described in
the applicable prospectus supplement or supplements and pricing supplement or
supplements. Capitalized terms used but not defined in this summary have the
meanings specified in the Indenture.
The Debt Securities will be our unsecured obligations and will rank equally
with any of our other senior, unsecured debt. Debt Securities issued under the
Indenture will be issued as part of a series that has been established pursuant
to a supplemental indenture or other corporate action designating the specific
terms of the series of Debt Securities. A prospectus supplement will describe
these terms and will include, among other things, the following:
. the title of the Debt Securities;
. the total principal amount of the Debt Securities and the percentage of
their principal amount at which we will issue the Debt Securities;
. the date or dates on which the principal of the Debt Securities will be
payable;
. the interest rate, the method for determining the interest rate (if the
interest rate is variable), the date from which interest will accrue,
interest payment dates and record dates for interest payments;
5
<PAGE>
. the place or places where payments on the Debt Securities will be made,
where holders may surrender their Debt Securities for transfer or
exchange and where to serve notices or demands;
. any provisions for optional redemption or early repayment;
. any provisions that would obligate us to redeem, purchase or repay Debt
Securities;
. whether payments on the Debt Securities will be payable by reference to
any index, formula or other method;
. any deletions from, changes of or additions to the events of default or
covenants described in this prospectus;
. the portion of the principal amount of Debt Securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount;
. any additional means of defeasance of the Debt Securities, any
additional conditions or limitations to defeasance of the Debt
Securities or any changes to those conditions or limitations;
. any provisions granting special rights to holders of the Debt Securities
upon the occurrence of events identified in the prospectus supplement;
. if other than the Trustee, the designation of any Paying Agent or
Security Registrar for the Debt Securities; and the designation of any
transfer or other agents or depositories for the Debt Securities;
. whether we will issue the Debt Securities in individual certificates to
each holder or in the form of temporary or permanent global securities
that a depository will hold on behalf of holders;
. the denominations in which we will issue the Debt Securities or in which
they may be owned, if other than $1,000 or any integral multiple of
$1,000;
. whether and in what circumstances any additional amounts may be payable
on the Debt Securities to foreign holders; and
. any other terms or conditions that are consistent with the Indenture.
We may sell the Debt Securities at a discount (which may be substantial)
below their stated principal amount. These discounted Debt Securities may bear
no interest or interest at a rate that at the time of issuance is below market
rates. We will describe in the prospectus supplement any material United States
federal income tax consequences and other special considerations.
Restrictive Covenants
We have agreed to two principal restrictions on our activities for the
benefit of holders of the Debt Securities. The restrictive covenants summarized
below will apply to a series of Debt Securities (unless waived or amended) as
long as any of those Debt Securities are outstanding, unless the prospectus
supplement for the series states otherwise. We have used in this summary
description capitalized terms that we have defined below under "--Glossary." In
this description of the covenants only, all references to "us" or "we" mean
ONEOK and our principal subsidiaries, unless the context clearly indicates
otherwise. Our principal subsidiaries are those that own or lease a Principal
Property.
Other than the restrictions on Liens and Sale/Leaseback transactions
described below, the Indenture and the Debt Securities do not contain any
covenants or other provisions designed to protect holders of any Debt
Securities in the event we participate in a highly leveraged transaction. The
Indenture and the Debt Securities also do not contain provisions that give
holders of the Debt Securities the right to require us to repurchase their
securities in the event of a decline in our credit ratings resulting from a
takeover, recapitalization or similar restructuring or otherwise.
6
<PAGE>
For these purposes, "debt" includes all notes, bonds, debentures or similar
evidences of obligations for borrowed money.
Limitation on Liens
We have agreed that we will issue, assume or guarantee debt for borrowed
money secured by any Lien upon a Principal Property or shares of stock or debt
of any principal subsidiary only if we secure the Debt Securities equally and
ratably with or prior to the debt secured by that Lien. If we secure the Debt
Securities in this manner, we have the option to secure any of our other debt
or obligations equally and ratably with or prior to the debt secured by the
Lien and, accordingly, equally and ratably with the Debt Securities. This
covenant has exceptions that permit:
. Liens that existed on the date we first issued a series of Debt
Securities;
. Liens on any Principal Property or Restricted Securities of any entity
existing at the time we merge or consolidate with that entity or acquire
its property or at the time the entity becomes a principal subsidiary;
. Liens on any Principal Property existing at the time we acquire that
Principal Property so long as the Lien does not extend to any of our
other Principal Property;
. Liens on any Principal Property, and any Lien on the shares of stock of
any principal subsidiary formed for the purpose of acquiring that
Principal Property, either:
. securing all or part of the cost of acquiring, constructing,
improving, developing or expanding the Principal Property that was
incurred before, at or within 12 months after the latest of the
acquisition or completion of the assets or their commencing
commercial operation; or
. securing debt to finance the purchase price of the Principal
Property or the cost of constructing, improving, developing or
expanding the assets that was incurred before, at or within 12
months after the latest of the acquisition or completion of the
assets or their commencing commercial operation;
. Liens on any Principal Property or Restricted Securities to secure debt
owed to us;
. Liens securing industrial development, pollution control or other
revenue bonds of a government entity;
. Liens arising in connection with a project financed with, and securing,
Non-Recourse Indebtedness;
. Statutory or other Liens arising in the ordinary course of business and
relating to amounts that are not delinquent or remain payable without
penalty or that we are contesting in good faith;
. Liens (other than Liens imposed by ERISA) on our property incurred or
required in connection with workmen's compensation, unemployment
insurance and other social security legislation;
. Liens securing taxes that remain payable without penalty or that we are
contesting in good faith if we believe we have adequate reserves for the
taxes in question;
. Rights that any governmental entity may have to purchase or order the
sale of any of our property upon payment of reasonable compensation;
. Rights that any governmental entity may have to terminate any of our
franchises, licenses or other rights or to regulate our property and
business;
. Liens that we do not assume or on which we do not customarily pay
interest and that exist on real estate or other rights we acquire for
sub-station, measuring station, regulating station, gas purification
station, compressor station, transmission line, distribution line or
right-of-way purposes;
7
<PAGE>
. Easements or reservations in our property for roads, pipelines, gas
transmission and distribution lines, electric light and power
transmission and distribution lines, water mains and other similar
purposes and zoning ordinances, regulations and restrictions that do not
impair the use of the property in the operation of our business;
. Any extensions, renewals, substitutions or replacements of the above-
described Liens or any debt secured by these Liens if both:
. the amount of debt secured by the new Lien and not otherwise
permitted does not exceed the principal amount of debt so secured at
the time of the renewal or refunding; and
. the new Lien is limited to the property (plus any improvements)
secured by the original Lien.
In addition, without securing the Debt Securities as described above, we may
issue, assume or guarantee debt that this covenant would otherwise restrict in
a total principal amount that, when added to all of our other outstanding debt
that this covenant would otherwise restrict and the total amount of
Attributable Debt outstanding for Sale/Leaseback Transactions, does not exceed
a "basket" equal to 15% of Consolidated Net Tangible Assets. When calculating
this total principal amount, we exclude from the calculation Attributable Debt
from Sale/Leaseback Transactions in connection with which we have purchased
property or retired debt as described below under "--Limitation on
Sale/Leaseback Transactions."
Limitation on Sale/Leaseback Transactions
We have agreed that we will enter into a Sale/Leaseback Transaction only if
at least one of the following applies:
. we could incur debt secured by a Lien on the Principal Property that is
the subject of that Sale/Leaseback Transaction;
. the Attributable Debt subject to Sale/Leaseback Transaction would be in
an amount permitted under the "basket" described above under "--
Limitation on Liens";
. the proceeds of that Sale/Leaseback Transaction are used for our
business and operations; or
. within the period ending 12 months after the closing of the
Sale/Leaseback Transaction, we apply the net proceeds of the
Sale/Leaseback Transaction to the voluntary retirement of any Debt
Securities or Funded Indebtedness (other than Funded Indebtedness that
we hold or that is subordinate in right of payment to any Debt
Securities).
Glossary
"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 that Person
under the 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 Debt Securities originally sold
at a discount) borne by the Debt Securities then outstanding under the
Indenture, compounded annually.
"Consolidated Net Tangible Assets" means (1) 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 ONEOK and its subsidiaries
after deducting therefrom (A) all current liabilities, provided, however, that
there will 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 has not 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,
8
<PAGE>
which in each case under GAAP would be included on the consolidated balance
sheet, less (2) the amount which would be so included on the consolidated
balance sheet for investments (less applicable reserves) made in subsidiaries.
"Funded Indebtedness" as applied to any Person, means all debt of that
Person maturing after, or renewable or extendible at that Person's option
beyond, 12 months from the date of determination.
"Lien" means any lien, mortgage, pledge, encumbrance, charge or security
interest securing debt; provided, however, that the following types of
transactions will not be considered for purposes of this definition to result
in a Lien: (1) any acquisition by us 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, (2)
any conveyance or assignment whereby we convey or assign to any Person or
Persons an interest in oil, gas or any other mineral in place or the proceeds
thereof, (3) any Lien upon any property or assets either owned or leased by us
or in which we own 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 the
property or assets (or property or assets with which it is unitized) the
payment to that Person or Persons of our proportionate part of the development
or operating expenses or (4) any hedging arrangements entered into in the
ordinary course of business, including any obligation to deliver any mineral,
commodity or asset in connection with the arrangement.
"Non-Recourse Indebtedness" means, at any time, debt incurred after the date
of the Indenture by us in connection with the acquisition of property or assets
by us or the financing of the construction of or improvements on property,
whenever acquired, provided that, under the terms of that debt and pursuant to
applicable law, the recourse at that time and thereafter of the lenders with
respect to the debt is limited to the property or assets so acquired, or the
construction or improvements, including debt as to which a performance or
completion guarantee or similar undertaking was initially applicable to the
debt or the related property or assets if the 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 property that in the opinion of the Board of Directors of ONEOK is not of
material importance to the total business conducted by ONEOK and its
consolidated subsidiaries.
"Sale/Leaseback Transaction" means any arrangement with any Person pursuant
to which we lease any Principal Property that has been or is to be sold or
transferred by us to that Person, other than (1) 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, (2) leases between ONEOK and one of our principal subsidiaries or
between principal subsidiaries, (3) 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 and (4) the ground lease for ONEOK Plaza,
100 West Fifth Street, Tulsa, Oklahoma 74103.
Consolidation, Merger and Sale of Assets
The Indenture generally permits a consolidation or merger between us and
another entity. It also permits the sale by us of all or substantially all of
our assets. We have agreed, however, that we will consolidate with or merge
into any entity or transfer or dispose of all or substantially all of our
assets to any entity only if:
. immediately after giving effect to the transaction, no default or event
of default would have occurred and be continuing or would result from
the transaction;
9
<PAGE>
. we are the continuing corporation or, if we are not the continuing
corporation, the resulting entity is organized and existing under the
laws of any United States jurisdiction and assumes the due and punctual
payments on the Debt Securities and the performance of our covenants and
obligations under the Indenture and the Debt Securities; and
. we provide the Trustee with a certificate and a legal opinion, each
stating that the Indenture permits the transaction.
If we engage in any of these transactions that result in any Principal
Property or Restricted Securities becoming subject to any Lien and unless we
are otherwise able to create that Lien, the Indenture provides that the Debt
Securities (so long as those Debt Securities are entitled to the protection of
the "Limitation on Liens" covenant) will be secured to at least the same extent
as the debt that would become secured by the Lien as a result of the
transaction.
Events of Default
Unless we inform you otherwise in the prospectus supplement, the following
are events of default for a series of Debt Securities:
. our failure to pay interest on that series of Debt Securities for 30
days after it becomes due and payable;
. our failure to pay principal of or any premium on that series of Debt
Securities when due;
. our failure to comply with any of our covenants or agreements for that
series of Debt Securities or in the Indenture (other than an agreement
or covenant that we have included in the Indenture solely for the
benefit of less than all series of Debt Securities) for 60 days after
the Trustee or the holders of at least 25% in principal amount of all
outstanding Debt Securities affected by that failure provide written
notice to us;
. the default under any agreement under which we have at the time
outstanding debt in excess of $15,000,000 and, if that debt has not
already matured, it has been accelerated and the acceleration is not
rescinded within 30 days after we receive notice from the Trustee or the
holders of at least 25% in principal amount of all outstanding Debt
Securities of a series so long as, prior to the entry of judgment in
favor of the Trustee for payment of the Debt Securities of that series,
we do not cure the default, or the default under the agreement has not
been waived;
. various events involving the bankruptcy, insolvency or reorganization of
ONEOK; or
. any other event of default provided for that series of Debt Securities.
A default under one series of Debt Securities will not necessarily be a
default under another series. The Trustee may withhold notice to the holders of
a series of Debt Securities of any default or event of default (except in any
payment on that series of Debt Securities) if the Trustee considers it in the
interest of the holders of that series of Debt Securities to do so.
If an event of default for any series of Debt Securities occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of
the outstanding Debt Securities of the series affected by the default (or, in
some cases, 25% in principal amount of all Debt Securities affected, voting as
one class) may require us to pay on an accelerated basis the principal of and
all accrued and unpaid interest on those Debt Securities. The holders of a
majority in principal amount of the outstanding Debt Securities of the series
affected by the default (or of all Debt Securities affected, voting as one
class) may in some cases rescind this accelerated payment requirement.
If an event of default occurs and is continuing, the Trustee must use the
degree of care and skill of a prudent man in the conduct of his own affairs.
The Trustee will become obligated to exercise any of its powers
10
<PAGE>
under the Indenture at the request of any of the holders of any Debt Securities
only after those holders have offered the Trustee indemnity reasonably
satisfactory to it.
The holders of a majority in principal amount of Debt Securities of any
series have the rights to waive past defaults under the Indenture that relate
to that series except for a default in the payment on the Debt Securities or a
provision that can only, under the Indenture, be modified or amended if all
holders that are affected consent.
In most cases, holders of a majority in principal amount of the outstanding
Debt Securities of a series (or of all Debt Securities affected, voting as one
class) may direct the time, method and place of:
. conducting any proceeding for any remedy available to the Trustee; and
. exercising any trust or power conferred on the Trustee.
The Indenture requires us to file each year with the Trustee a written
statement as to our compliance with the covenants contained in the Indenture.
Modification and Waiver
We may amend or supplement the Indenture if the holders of a majority in
principal amount of the outstanding Debt Securities of all series that the
amendment or supplement affects (acting as one class) consent to it. Without
the consent of the holder of each Debt Security affected, however, no
modification may:
. reduce the principal of the Debt Security or change its stated maturity;
. reduce the rate of or change the time for payment of interest on the
Debt Security;
. reduce any premium payable on the redemption of the Debt Security or
change the time at which the Debt Security may or must be redeemed;
. change any obligation to pay additional amounts on the Debt Security;
. impair the holder's right to institute suit for the enforcement of any
payment on the Debt Security;
. impair the holder's right to convert or exchange any Debt Security;
. reduce the percentage of principal amount of Debt Securities whose
holders must consent to an amendment to or supplement of the Indenture;
. reduce the percentage of principal amount of Debt Securities necessary
to waive compliance with some of the provisions of the Indenture; or
. modify provisions relating to amendment or waiver, except to increase
percentages or to provide that other provisions of the Indenture cannot
be amended or waived without the consent of each holder affected.
We may amend or supplement the Indenture or waive any provision of it
without the consent of any holders of Debt Securities in various circumstances,
including:
. to provide for the assumption of our obligations under the Indenture and
the Debt Securities by a successor;
. to add covenants that would benefit the holders of any Debt Securities
or to surrender any of our rights or powers;
. to add events of default with respect to any Debt Securities;
. to change or eliminate any provisions only when there are no outstanding
Debt Securities entitled to the benefit of those provisions;
. to provide any security for or guarantees of any series of Debt
Securities;
11
<PAGE>
. to provide for the form or terms of any series of Debt Securities;
. to appoint a successor Trustee or to provide for the administration of
the trusts under the Indenture by more than one Trustee;
. to close the Indenture with respect to the authentication and delivery
of additional series of Debt Securities;
. to cure any ambiguity, omission, defect or inconsistency that does not
adversely affect the interests of the holders of outstanding Debt
Securities of any series;
. to make any change to the extent necessary to permit or facilitate
defeasance or discharge of any series of Debt Securities that does not
adversely affect the interests of the holders of outstanding Debt
Securities of any series; or
. to make any change that does not affect the rights of any holder.
The holders of a majority in principal amount of the outstanding Debt
Securities may waive our obligations to comply with various covenants,
including those relating to (1) our obligation to secure the Debt Securities in
the event of mergers, consolidations and sales of assets, (2) corporate
existence and (3) the restrictions on Liens and Sale/Leaseback Transactions.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our
obligations under the Indenture. If we deposit with the Trustee funds or
government securities the maturing principal and interest of which is
sufficient to make payments on the Debt Securities of a series on the dates
those payments are due and payable, then, at our option, either of the
following will occur:
. we will be discharged from our obligations with respect to the Debt
Securities of that series ("legal defeasance"); or
. we will no longer have any obligation to comply with the restrictive
covenants under the Indenture and any other restrictive covenants that
apply to that series of the Debt Securities, and the related events of
default will no longer apply to us ("covenant defeasance").
If we defease a series of Debt Securities, the holders of the Debt
Securities of the series affected will not be entitled to the benefits of the
Indenture, except for our obligations to pay additional amounts, if any, to
provide temporary Debt Securities, to register the transfer or exchange of Debt
Securities, to replace stolen, lost or mutilated Debt Securities or to maintain
paying agencies and hold moneys for payment in trust. In the case of covenant
defeasance, our obligation to pay principal, premium and interest on the Debt
Securities will also survive.
Unless we inform you otherwise in the prospectus supplement, we will be
required to deliver to the Trustee an opinion of counsel that the deposit and
related defeasance would not cause the holders of the Debt Securities to
recognize income, gain or loss for federal income tax purposes. If we elect
legal defeasance, that opinion of counsel must be based upon a ruling from the
Internal Revenue Service or a change in law to that effect.
Governing Law
New York law will govern the Indenture and the Debt Securities.
Trustee
The Indenture contains limitations on the right of the Trustee, if it
becomes one of our creditors, to obtain payment of claims or to realize on
property received for those claims, as security or otherwise. The Trustee is
12
<PAGE>
permitted to engage in other transactions with us. If, however, it acquires any
conflicting interest, it must eliminate that conflict or resign.
Form, Exchange, Registration and Transfer
We will issue the Debt Securities in registered form, without interest
coupons. We will not charge a service charge for any registration of transfer
or exchange of the Debt Securities. We may, however, require the payment of any
tax or other governmental charge payable for that registration.
Holders may exchange Debt Securities of any series for other Debt Securities
of the same series, the same total principal amount and the same terms but in
different authorized denominations in accordance with the Indenture. Holders
may present Debt Securities for registration of transfer at the office of the
security registrar or any transfer agent we designate. The security registrar
or transfer agent will effect the transfer or exchange when it is satisfied
with the documents of title and identity of the person making the request.
We have appointed the Trustee as security registrar for the Debt Securities.
If a prospectus supplement refers to any transfer agents initially designated
by us, we may at any time rescind that designation or approve a change in the
location through which any transfer agent acts. We are required to maintain an
office or agency for transfers and exchanges in each place of payment. We may
at any time designate additional transfer agents for any series of Debt
Securities.
In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any
Debt Security either:
. during a period beginning 15 business days prior to the mailing of the
relevant notice of redemption and ending on the close of business on the
day of mailing of that notice; or
. if we have called the Debt Security for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in
part.
Payment and Paying Agents
Unless we inform you otherwise in a prospectus supplement, payments on the
Debt Securities will be made in U.S. dollars at the office of the Trustee. At
our option, however, we may make payments by check mailed to the holder's
registered address or, for global Debt Securities, by wire transfer. Unless we
inform you otherwise in a prospectus supplement, we will make interest payments
to the person in whose name the Debt Security is registered at the close of
business on the record date for the interest payment.
Unless we inform you otherwise in a prospectus supplement, we will designate
the Trustee as our paying agent for payments on Debt Securities issued under
the Indenture. We may at any time designate additional paying agents or rescind
the designation of any paying agent or approve a change in the office through
which any paying agent acts.
Subject to the requirements of any applicable abandoned property laws, the
Trustee and paying agent will pay to us upon written request any money they are
holding for payments on the Debt Securities that remain unclaimed for two years
after the date upon which that payment has become due. After payment to us,
holders entitled to the money must look to us for payment. In that case, all
liability of the Trustee or paying agent with respect to that money will cease.
Book-Entry Debt Securities
We may issue the Debt Securities of a series in the form of one or more
global Debt Securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may issue global Debt Securities in
either temporary or permanent form. We will describe in the prospectus
supplement the
13
<PAGE>
terms of any depositary arrangement and the rights and limitations of owners of
beneficial interests in any global Debt Security.
PLAN OF DISTRIBUTION
We may sell the Debt Securities offered under this prospectus through
underwriters, agents or dealers or directly to purchasers.
Underwriters
The applicable prospectus supplement will identify any agents or
underwriters and describe their compensation (including underwriting discount).
The prospectus supplement will also describe other terms of the offering,
including any discounts or concessions allowed or reallowed or paid to dealers
and any securities exchanges on which the offered Debt Securities may be
listed.
The distribution of Debt Securities under this prospectus may occur from
time to time in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices related
to those prevailing market prices or at negotiated prices.
Agents and Direct Sales
If the applicable prospectus supplement indicates, we will authorize dealers
or our agents to solicit offers by various institutions to purchase offered
Debt Securities from us pursuant to contracts that provide for payment and
delivery on a future date. We must approve all institutions, but they may
include, among others:
. commercial and savings banks;
. insurance companies;
. pension funds;
. investment companies; and
. educational and charitable institutions.
The institutional purchaser's obligations under a contract will be subject
only to the condition that the purchase of the offered Debt Securities at the
time delivery is allowed by any laws that govern the purchaser. The dealers and
our agents will not be responsible for the validity or performance of the
contracts.
General Information
Underwriters, dealers and agents participating in a sale of Debt Securities
may be deemed to be underwriters as defined in the Securities Act of 1933, and
any discounts and commissions received by them and any profit realized by them
on resale of the Debt Securities may be deemed to be underwriting discounts and
commissions under the Securities Act. We may have agreements with the agents,
underwriters and dealers to indemnify them against various civil liabilities,
including liabilities under the Securities Act, or to contribute to payments
that the agents, underwriters or dealers may be required to make as a result of
those civil liabilities.
Unless we indicate differently in a prospectus supplement, we will not list
the Debt Securities on any securities exchange. If we sell a security offered
under this prospectus to an underwriter for public offering and sale, the
underwriter may make a market for that security but is not obligated to do so.
Therefore, we cannot give any assurances to you concerning the liquidity of any
security offered under this prospectus.
Agents and underwriters and their affiliates may be customers of, engage in
transactions with, or perform services for us or our subsidiary companies in
the ordinary course of business.
14
<PAGE>
LEGAL MATTERS
The validity of the Debt Securities will be passed upon for ONEOK by Gable &
Gotwals, Tulsa, Oklahoma. Any underwriters or agents will be advised about
other issues relating to any offering 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.
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 have been incorporated by reference herein 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, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, incorporated by reference in ONEOK's current
report on Form 8-K dated April 15, 1999, incorporated by reference herein, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and which are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said report.
15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
$300,000,000
[ONEOK LOGO]
ONEOK, Inc.
7 3/4% Notes Due 2006
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
PaineWebber Incorporated
Banc of America Securities LLC
First Union Capital Markets Corp.
SunTrust Equitable Securities
----------------
August 12, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
