ONEOK INC
S-8 POS, 1994-09-16
NATURAL GAS TRANSMISISON & DISTRIBUTION
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Registration No. 2-85322 as filed with the Securities and Exchange
Commission on July 22, 1983                                             


                            SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, DC 20549
                      


                               POSTEFFECTIVE AMENDMENT NO. 2
                                            TO
                                         FORM S-8
                                  REGISTRATION STATEMENT
                                           UNDER
                                THE SECURITIES ACT OF 1933


                                                         

                                  EXECUTIVE STOCK PROGRAM
                                                         

                                        ONEOK Inc.

                       100 West Fifth Street, Tulsa, Oklahoma 74103
                (Name of the issuer of the equity securities being offered
               pursuant to the Program and address of its principal office)

                     
                   DELAWARE                                   73-0383100 
          (State or other jurisdiction of                   (IRS Employer
          incorporation or organization)                 Identification No.)
                                                        

                 J. D. NEAL                               DONALD A. KIHLE     
               Vice President,                         100 West Fifth Street
          Chief Financial Officer,                           Suite 1000
               and Treasurer                           Tulsa, Oklahoma 74103   
               (918) 588-7000                              (918) 585-8141

              (Names, addresses, and telephone numbers, of agent for service)

                                                        




The purpose of this posteffective amendment is to deregister the remaining
145,457 shares of common stock covered by the registration statement,
including 49,700 shares which were transferred from registration statement
number 2-70216 filed December 11, 1980.






                                                            Page 1 of 4

<PAGE>
                                         SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this posteffective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma on this 15th day
of September, 1994.


                                                      ONEOK Inc.



                                                By:   (LARRY W. BRUMMETT)    
                                                      Larry W. Brummett 
                                                      Chairman of the Board,
                                                      President, and 
                                                      Chief Executive Officer



<PAGE>
                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
certify that to the best of their knowledge and belief the registrant meets
all of the requirements for filing on Form S-8.  This posteffective amendment
has been signed below by the following persons in the capacities indicated in
the City of Tulsa and the State of Oklahoma on this 15th day of September,
1994.


(LARRY W. BRUMMETT)                             (J. D. NEAL)           
Larry W. Brummett                               J. D. Neal
Chairman of the Board,                          Vice President, 
President, and Chief                            Chief Financial Officer,
Executive Officer                               and Treasurer  


(W. M. BELL)                                    (DOUGLAS ANN NEWSOM)
W. M. Bell                                      Douglas Ann Newsom
Director                                        Director 


(D. R. CUMMINGS)                                (G. D. PARKER)          
D. R. Cummings                                  G. D. Parker
Director                                        Director


(W. L. FORD)                                    (J. D. SCOTT)           
W. L. Ford                                      J. D. Scott
Director                                        Director


(J. M. GRAVES)                                  (J. E. TYREE)          
J. M. Graves                                    J. E. Tyree   
Director                                        Director 


(S. J. JATRAS)                                  (G. R. WILLIAMS)       
S. J. Jatras                                    G. R. Williams
Director                                        Director


(B. H. MACKIE)                                  (S. L. YOUNG)          
B. H. Mackie                                    S. L. Young
Director                                        Director

<PAGE>
                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Program has
duly caused this posteffective amendment to be signed on its behalf by the
undersigned in their capacity as members of the Executive Compensation
Committee, thereunto duly authorized, in the City of Tulsa and the State of
Oklahoma on this 15th day of September, 1994.

EXECUTIVE COMPENSATION COMMITTEE
EXECUTIVE STOCK PROGRAM 


(G. R. WILLIAMS)        
G. R. Williams
Chairman


(W. M. BELL)           
W. M. Bell
Member


(D. R. CUMMINGS)        
D. R. Cummings
Member


(W. L. FORD)           
W. L. Ford
Member


(G. D. PARKER)         
G. D. Parker
Member


(LARRY W. BRUMMETT)    
Larry W. Brummett
Ex Officio Member 


(L. W. NEAL)           
L. W. Neal
Secretary



The Program does not have any officers or directors or persons performing
similar functions other than the Executive Compensation Committee members
whose signatures appear above.


<PAGE>


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