United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
ONEOK, INC.
----------------------
(Name of Issuer)
Common Stock, Par Value $.01 per share
------------------------------------------------------
(Title of Class of Securities)
68267810
----------------------
(CUSIP Number)
Richard D. Terrill
Executive Vice President, General Counsel and Corporate Secretary
Western Resources, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
(785)575-6322
- ------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 20, 2000
- --------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisitions which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
<PAGE>
CUSIP NO. 68267810
1. NAME OF REPORTING PERSON Western Resources, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 48-0290150
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_|
A GROUP (B) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS n/a
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
PERSON WITH:
7. SOLE VOTING POWER 2,184,355
An additional 19,946,448
shares of Common Stock
issuable in certain
circumstances in the event
of the conversion (the
conditions for which are not
expected to occur within the
next 60 days) of 19,946,448
shares of Series A
Convertible Preferred Stock.
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 2,184,355
An additional 19,946,448
shares of Common Stock
issuable in certain
circumstances in the event
of the conversion (the
conditions for which are not
expected to occur within the
next 60 days) of 19,946,448
shares of Series A
Convertible Preferred Stock.
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,184,355
An additional 19,946,448
shares of Common Stock
Page 2 of 6
<PAGE>
CUSIP NO. 68267810
issuable in certain
circumstances in the event
of the conversion (the
conditions for which are not
expected to occur within the
next 60 days) of 19,946,448
shares of Series A
Convertible Preferred Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 7.46%
Up to 45.0% of the Common
Stock outstanding in the
event of conversion (the
conditions for which are not
expected to occur within the
next 60 days) of Series A
Convertible Preferred Stock.
14. TYPE OF REPORTING PERSON CO
Page 3 of 6
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D ("Statement") is filed by Western Resources, Inc.
("Western") and relates to the Common Stock, par value $.01 per share ("Common
Stock"), of ONEOK, Inc., an Oklahoma corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 100 West Fifth Street, Tulsa,
Oklahoma 74103.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
No change.
Item 5. Interest in Securities of Issuer.
(a) Western beneficially owns 2,184,355 shares of Common Stock and 19,946,448
shares of Series A Convertible Preferred Stock. The shares of Common Stock held
by Western constitute 7.46% of the outstanding Common Stock as of January 25,
2000. Upon conversion of the shares of Series A Convertible Preferred Stock,
Western would beneficially own 45% of the outstanding Common Stock; however such
shares are not currently convertible and Western does not expect the conditions
for conversion to occur within the next 60 days.
(b) Western has sole power to vote and to dispose of the 2,184,355 shares of
Common Stock, and any shares of Common Stock owned following conversion of the
19,946,448 shares of Series A Convertible Preferred Stock.
(c) Western sold 421,512 shares of Common Stock of the Issuer in the period
since November 29, 1999. Such shares are listed below:
Shares Sold Price Per Share Date of Sale
17,182 $26.6461 11/29/1999
13,500 $26.9564 12/01/1999
17,182 $27.6196 12/02/1999
17,182 $28.1253 12/03/1999
17,591 $28.8410 12/06/1999
17,591 $28.1003 12/07/1999
17,591 $27.5288 12/08/1999
17,591 $27.4012 12/09/1999
17,590 $27.0378 12/10/1999
19,473 $26.8002 12/13/1999
97,200 $26.6678 12/14/1999
7,200 $26.3750 12/16/1999
17,764 $24.7907 01/04/2000
17,836 $24.7081 01/05/2000
12,109 $24.8653 01/06/2000
8,018 $25.4031 01/07/2000
14,319 $25.6214 01/10/2000
19,718 $25.6691 01/11/2000
2,431 $26.4886 01/19/2000
9,082 $26.2055 01/20/2000
15,627 $27.2667 01/21/2000
9,981 $27.9198 01/24/2000
17,754 $27.3494 01/25/2000
Page 4 of 6
<PAGE>
All such shares were required to be sold by Western to the Issuer by the
Shareholder Agreement dated as of November 27, 1997 between the Issuer and
Western as a result of the Issuer's open market purchases of Common Stock in a
share repurchase program.
Except as set forth in this Statement, neither Western, nor, to the best of
Western's knowledge, any executive officer or director of the Western,
beneficially owns any Common Stock or has engaged in any transaction in any such
shares during the sixty day period immediately preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No change.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Identity of Executive Officers and Directors of Western Resources,
Inc.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WESTERN RESOURCES, INC.
By: /s/ Richard D. Terrill
Richard D. Terrill
Executive Vice President, General Counsel
and Corporate Secretary
Dated: January 26, 2000
Page 5 of 6
<PAGE>
EXHIBIT 1
Executive Officers and Directors of Western Resources, Inc.
WESTERN RESOURCES, INC. - EXECUTIVE OFFICERS:
David C. Wittig, Chairman of the Board, President and Chief Executive Officer,
818 South Kansas Avenue, Topeka, Kansas 66612
Thomas L. Grennan, Executive Vice President, Electric Operations, 818 South
Kansas Avenue, Topeka, Kansas 66612
Carl M. Koupal, Jr., Executive Vice President, Chief Administrative Officer, 818
South Kansas Avenue, Topeka, Kansas 66612
Douglas T. Lake, Executive Vice President, Chief Strategic Officer, 818 South
Kansas Avenue, Topeka, Kansas 66612
William B. Moore, Executive Vice President, Chief Financial Officer, 818 South
Kansas Avenue, Topeka, Kansas 66612
Richard D. Terrill, Executive Vice President, General Counsel and Corporate
Secretary, 818 South Kansas Avenue, Topeka, Kansas 66612
WESTERN RESOURCES, INC. - DIRECTORS:
David C. Wittig, Chairman of the Board, President and Chief Executive Officer,
818 South Kansas Avenue, Topeka, Kansas 66612
Frank J. Becker, President, Becker Investments, Inc., 1441 Wakarusa Dr., Suite
200, Lawrence, Kansas 66049
Dr. Gene A. Budig, President, American League of Professional Baseball Clubs,
245 Park Avenue, 28th Floor, New York, New York 10167
Charles Q. Chandler, IV, Chairman of the Board, President and Chief Executive
Officer, INTRUST Bank, 105 N. Main St., Wichita, KS 67202
John C. Dicus, Chairman of the Board and Chief Executive Officer, Capitol
Federal Savings Bank MHC, 700 South Kansas Avenue, Topeka, Kansas 66603
David H. Hughes, 818 South Kansas Avenue, Topeka, Kansas 66612
Russell W. Meyer, Chairman and Chief Executive Officer, Cessna Aircraft Company,
One Cessna Blvd., Wichita, Kansas 67215
Jane Dresner Sadaka, 818 South Kansas Avenue, Topeka, Kansas 66612
Louis W. Smith, President and Chief Financial Officer, Ewing Marion Kauffman
Foundation, 4801 Rockhill Road, Kansas City, Missouri 64110-2046
Page 6 of 6
