<PAGE>
As filed with the Securities and Exchange Commission on April 19, 2000
Registration No. 333-76375
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
ONEOK, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oklahoma 73-1520922
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
100 West Fifth Street
Tulsa, Oklahoma 74103
(918) 588-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------------
Jim Kneale
Vice President, Treasurer and Chief Financial Officer
ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
(918) 588-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------------
Copies to:
John R. Barker Robert A. Yolles
Gable & Gotwals Jones, Day, Reavis & Pogue
100 West Fifth Street, Suite 1000 77 West Wacker
Tulsa, Oklahoma 74103 Chicago, Illinois 60601
(918) 585-8141 (312) 782-3939
----------------
Approximate date of commencement of proposed sale to the public:
From time to time as determined by market conditions and other factors.
----------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-76375
- ---------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum
Title Of Each Class Of Aggregate Amount Of
Securities To Be Registered Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities (2)................... $40,000,000 $10,560
================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act.
(2) Does not include $500,000,000 of Debt Securities registered by ONEOK, Inc.
on its registration statement on Form S-3 (Registration No. 333-76375) to
which this registration statement relates.
<PAGE>
EXPLANATORY NOTE AND
INCORPORATION BY REFERENCE OF SELECTED INFORMATION
This registration statement is filed by ONEOK, Inc. with the Securities and
Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933.
The contents of our registration statement on Form S-3 (Registration No.
333-76375) filed with the Securities and Exchange Commission on April 15, 1999,
relating to the offering of $500,000,000 of Debt Securities are hereby
incorporated herein by reference. This registration statement is filed solely
for the purpose of registering an additional $40,000,000 of Debt Securities.
We hereby certify to the Securities and Exchange Commission that:
. we have instructed our bank to pay the Securities and Exchange
Commission the filing fee set forth on the cover page of this
registration statement by a wire transfer of that amount to the
account of the Securities and Exchange Commission at Mellon Bank as
soon as practicable (but no later than the close of business on April
19, 2000);
. we will not revoke those instructions;
. we have sufficient funds in the relevant account to cover the amount
of the filing fee; and
. we will confirm receipt of the instructions by our bank during the
bank's regular hours of business no later than April 19, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post-effective
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Tulsa, state of Oklahoma,
on the 18th day of April, 2000.
ONEOK, INC.
By: /s/ Jim Kneale
------------------------------------
Jim Kneale, Vice President,
Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board, Chief April 18, 2000
- ------------------------- Executive Officer and Director
Larry W. Brummett (Principal Executive Officer)
* Director April 18, 2000
- -------------------------
E. G. Anderson
* Director April 18, 2000
- -------------------------
W. M. Bell
*
- ------------------------- Director April 18, 2000
D. R. Cummings
*
- ------------------------- Vice President, Controller and Chief April 18, 2000
B. D. Epperson Accounting Officer (Principal
Accounting Officer)
* Director April 18, 2000
- -------------------------
H. R. Fricke
*
- ------------------------- President, Chief Operating Officer April 18, 2000
D. L. Kyle and Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 18, 2000
- -------------------------
B. H. Mackie
/s/ Jim Kneale Vice President, Treasurer and Chief April 18, 2000
- ------------------------- Financial Officer (Principal
Jim Kneale Financial Officer)
* Director April 18, 2000
- -------------------------
D. A. Newsom
* Director April 18, 2000
- -------------------------
G. D. Parker
</TABLE>
* The undersigned, by signing his name hereto, does hereby sign and execute this
post-effective amendment to registration statement pursuant to a power of
attorney executed by the above-named officers and directors of the registrant
that has been filed with the Securities and Exchange Commission on behalf of
such officers and directors with the registrant's registration statement on
Form S-3 (Registration No. 333-76375).
/s/ Jim Kneale
- ------------------------------------ April 18, 2000
Jim Kneale, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits Description of Documents
- -------- ------------------------
<C> <S>
5.1 Opinion of Gable & Gotwals
12.1 Computation of Ratio of Earnings to Fixed Charges
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements
23.1 Consent of KPMG LLP
23.2 Consent of Gable & Gotwals (included in Exhibit 5.1)
24.1 Power of Attorney*
</TABLE>
__________
* Previously filed with the registrant's registration statement on Form S-3
(Registration No. 333-76375).
<PAGE>
EXHIBIT 5.1
April 19, 2000
ONEOK, Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: Post-effective Amendment No. 1 to Form S-3, Registration Statement
Under the Securities Act of 1933, relating to certain Debt Securities
Gentlemen:
We are retained as regular counsel for ONEOK, Inc., an Oklahoma corporation
(hereinafter called the "Company") which has filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a Post-
Effective Amendment No. 1 to a Registration Statement on Form S-3 relating to
the registration of unsecured debentures, notes, bonds or other evidence of
indebtedness (the "Securities") which may be offered as one or more separate
series or as a single series, as determined at the time of the offering.
We have examined (a) the above-mentioned Post-Effective Amendment No. 1
which is being filed with the Securities and Exchange Commission; (b) the
Indenture (the "Indenture") entered into between the Company and the Trustee;
(c) the Certificate of Incorporation, as amended, and the By-laws, as amended,
of the Company; (d) the corporate actions taken by the Board of Directors of the
Company in connection with the issuance and sale of the Securities; and (e) such
other corporate records, certificates of public officials and officers of the
Company, and other documents as we have considered relevant to the matters
covered by this opinion.
In connection with the foregoing, we wish to advise you as follows:
1. The Company is a corporation validly organized and existing under the
laws of the State of Oklahoma and is duly qualified to do business as a foreign
corporation in the State of Kansas.
<PAGE>
ONEOK, Inc.
April 19, 2000
Page 2
2. The filing of the above-mentioned Post-Effective Amendment No. 1 and
the execution of the above-mentioned Indenture have been duly authorized by the
proper corporate action on the part of the Company.
3. When a series of Securities have been duly issued pursuant to the
terms and conditions of the Indenture, such Securities shall be legally issued,
fully paid, and nonassessable obligations of the Company in the hands of the
then owners thereof and such Securities shall be valid, legal and binding
obligations of the Company enforceable in accordance with their terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting creditors' rights and
to general equity principles.
We hereby consent to:
1. Being named in the above Post-effective Amendment No. 1 to the Form
S-3 Registration Statement and the Prospectus which is being made a part
thereof, and in any amendments thereto, under the caption "Legal Matters," as
counsel for the Company, passing upon legal matters in connection with the
Securities and having reviewed the matters of law and legal conclusions under
"Description of Securities" contained in said Prospectus which are included
therein under our authority as experts.
2. The filing of this opinion as an exhibit to the above-mentioned Post-
effective Amendment No. 1 to the Form S-3 Registration Statement.
Very truly yours,
John R. Barker
For the Firm
<PAGE>
EXHIBIT 12.1
ONEOK, Inc.
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Four Months Ended
December 31,
1999 1998
- ------------------------------------------------------------------------------
(Thousands of
Dollars)
<S> <C> <C>
Fixed Charges, as defined
Interest on long-term debt $ 19,682 $ 11,983
Other interest 7,303 3,364
Amortization of debt discount and expense 898 220
Interest on lease agreements 868 775
- ------------------------------------------------------------------------------
Total Fixed Charges 28,751 16,342
- ------------------------------------------------------------------------------
Earnings before income taxes and income from
equity investees 55,685 56,930
- ------------------------------------------------------------------------------
Earnings available for fixed charges $ 84,436 $ 73,272
==============================================================================
Ratio of earnings to fixed charges 2.94 x 4.48x
==============================================================================
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consists of net income plus fixed charges and income taxes, less undistributed
income from equity investees. "Fixed charges" consists of interest charges, the
amortization of debt discounts and issue costs and the representative interest
portion of operating leases.
<PAGE>
EXHIBIT 12.2
ONEOK, Inc.
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividend Requirements
<TABLE>
<CAPTION>
Four Months Ended
December 31,
1999 1998
- ------------------------------------------------------------------------------
(Thousands of
Dollars)
<S> <C> <C>
Fixed Charges, as defined
Interest on long-term debt $ 19,682 $ 11,983
Other interest 7,303 3,364
Amortization of debt discount and expense 898 220
Interest on lease agreements 868 775
- ------------------------------------------------------------------------------
Total Fixed Charges 28,751 16,342
Preferred dividend requirements 19,850 20,380
- ------------------------------------------------------------------------------
Total fixed charges and
preferred dividend requirements $ 48,601 $ 36,722
==============================================================================
Earnings before income taxes and income from
equity investees $ 55,685 $ 56,930
Total fixed charges 28,751 16,342
- ------------------------------------------------------------------------------
Earnings available for combined fixed
charges and preferred dividend requirements $ 84,436 $ 73,272
==============================================================================
Ratio of earnings to combined fixed charges and
preferred dividend requirements 1.74x 2.00x
==============================================================================
</TABLE>
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, less undistributed income from equity investees.
"Fixed charges" consists of interest charges, the amortization of debt discounts
and issue costs and the representative interest portion of operating leases.
"Preferred dividend requirements" consists of the pre-tax preferred dividend
requirement.
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
ONEOK, Inc.
We consent to the incorporation by reference herein of our report on the
Consolidated Financial Statements of ONEOK, Inc. and subsidiaries as of August
31, 1999 and 1998, and for each of the years in the three-year period ended
August 31, 1999, which report appears in the August 31, 1999, Annual Report on
Form 10-K of ONEOK, Inc. and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG LLP
Tulsa, Oklahoma
April 18, 2000
