Registration No. as filed with the Securities and Exchange
Commission on March 18, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES
ONEOK Inc.
100 West Fifth Street, Tulsa, Oklahoma 74103
(Name of the issuer of the equity securities being offered
pursuant to the Plan and the 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)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registra-
to be Registered Registered(1) Per Unit(2) Price(3) tion Fee
Common Stock,
without par value 3,000,000 $18.125 $54,375,000 $18,750
shares
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminable amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Exhibit Index on Page 12 Page 1 of 17
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(1) Represents the estimated maximum amount of common stock of ONEOK Inc.
(hereinafter referred to as "Common Stock") which could be contributed
or acquired under the Thrift Plan for Employees of ONEOK Inc. and
Subsidiaries (hereinafter referred to as the "Plan") either directly
from ONEOK Inc. (hereinafter referred to as the "Company"), or from
purchases in the open market during the years of operation of the
Plan.
(2) Based on price of $18.125 per share of the Common Stock, the average
sales price of the Common Stock published in The Wall Street Journal
reports of the New York Stock Exchange Composite Transactions for
March 11, 1994.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to employees as specified in Rule 428(b)(1). These
documents (and the documents incorporated by reference pursuant to Item 3
of Part II of this registration statement) taken together, constitute the
prospectus for purposes of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company and the Plan hereby incorporate by reference in this
registration statement the following documents of the Company (SEC File No.
1-2572) heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended
August 31, 1993.
(b) All other reports filed by the Company or the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since August 31, 1993, which include the Company's Quarterly
Reports on Form 10-Q dated November 30, 1993, and the Company's
Current Reports on Form 8-K dated October 18, 1993, and February
17, 1994, respectively.
(c) In addition, there is incorporated herein by reference all
documents filed subsequent to the date hereof by the Company and
the Plan pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing
of a posteffective amendment which indicates that all securities
have been sold or which deregisters all securities then remaining
unsold. Such documents are deemed to be a part hereof from the
date of filing such documents.
For a description of the Common Stock, see Item 4 below.
ITEM 4
DESCRIPTION OF SECURITIES
GENERAL. The authorized Common Stock of the Company consists of 60,000,000
shares, without par value.
The outstanding Common Stock is, in the opinion of counsel for the Company,
validly issued, fully paid, and nonassessable. Following is a summary of
certain provisions of the Company's Third Restated Certificate of
Incorporation and certain debt instruments. These statements do not
purport to be complete and are qualified in their entirety by reference to
those Instruments.
<PAGE>
DIVIDEND RIGHTS. The board of directors of the Company may declare
dividends on the Common Stock from assets of the Company available for
dividends after full cumulative dividends on the Preferred Stock and
Preference Stock of the Company have been paid or declared and sums
sufficient for the payment thereof set apart.
DIVIDEND RESTRICTIONS. The debt instruments pursuant to which the
Company's outstanding short-term and long-term debt have been issued limit
dividends and other distributions on the Company's Common Stock. Under the
most restrictive of these provisions $27,412,000 of retained earnings is so
restricted. On August 31, 1993, $141,372,000 was available for dividends
on the Company's Common Stock.
VOTING RIGHTS. The holders of the Common Stock possess full voting power
for the election of directors and for all other purposes, each outstanding
common share having one vote. The Company's Preferred Stock, of which
180,000 shares are outstanding, is entitled to two votes per share.
If dividends payable on the Preferred Stock are in default in an amount
equivalent to or exceeding eight full quarterly dividends on all shares of
all series of the Preferred Stock, then until such dividends in default
shall have been paid or declared and set apart for payment, the holders of
all shares of the Preferred Stock, voting separately as one class, shall be
entitled to elect the smallest number of directors necessary to constitute
a majority of the board of directors.
LIQUIDATION RIGHTS. Upon the liquidation or dissolution of the Company,
the holders of the Preferred Stock and the Preference Stock are entitled to
be paid designated amounts of the net assets of the Company in preference
to the Common Stock. After such payments to holders of the Preferred Stock
and the Preference Stock, the remaining assets are distributed to the
holders of the Common Stock.
PREEMPTIVE RIGHTS. Holders of Common Stock have no preferential,
preemptive, or other right to subscribe for or to purchase any stock of the
Company or to purchase any bonds, notes, obligations, or other securities
which the Company may at any time issue, whether or not the same shall be
convertible into stock of the Company of any class, or which shall entitle
the owner or holder to purchase stock of the Company of any class.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent, Registrar, and Dividend
Disbursing Agent for the Common Stock is Liberty Bank and Trust Company of
Oklahoma City, N.A., Oklahoma City, Oklahoma.
ITEM 5
INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements and schedules in the Annual Report on Form 10-K of
ONEOK Inc. and the financial statements of the Thrift Plan for Employees of
ONEOK Inc. and Subsidiaries in the Annual Report on Form 11-K filed as an
exhibit to the Annual Report on Form 10-K, all as of August 31, 1993 and
1992, and for each of the years in the three-year period ended August 31,
1993, incorporated by reference in this registration statement, have been
incorporated herein in reliance upon the reports of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
<PAGE>
The legality of the securities which may be purchased under the Plan has
been passed upon by the firm of Huffman Arrington Kihle Gaberino & Dunn,
Inc., 100 West Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for
the Company. The firm of Huffman Arrington Kihle Gaberino & Dunn, Inc.,
has reviewed the statements made as to matters of law and legal conclusions
under "Securities to be Offered" and such statements are set forth in the
documents which form a part of the prospectus in reliance upon its
authority as an expert.
ITEM 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article VIII of the bylaws of the Company, upon authorization
and determination either (1) by the board of directors by a majority of a
quorum consisting of directors who were not parties to the action, suit, or
proceeding involved; (2) if such a quorum is not obtainable, or even if
obtainable and a quorum of disinterested directors so directs, by
independent counsel in a written opinion; or (3) by the stockholders, the
Company is obligated to indemnify any person who incurs liability by reason
of the fact that he is or was a director, officer, employee, or agent of
the Company, or is or was serving at its request as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise, or as a member of any committee or similar body,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. However, in an action by or in the right of the
Company, no indemnification will be made if such person shall be adjudged
to be liable to the Company, unless such indemnification is allowed by a
court of competent jurisdiction.
Under insurance contracts obtained by the Company, coverage of Company
officers and directors against liability for neglect, errors, omissions, or
breaches of duty in their capacities as such, is provided for both the
Company, to the extent that it is obligated to indemnify such officers and
directors, and the officers and directors themselves. Such coverage is
provided in the amount of $85,000,000, with a retained limit by the Company
of $200,000. The insurance companies are obligated to pay any loss in
excess of the $200,000 retained limit, up to the policies' limits of
$85,000,000. Among the policies' exclusions are those which exclude
coverage for accounting for profits made within the meaning of Section
16(b) of the Securities Act of 1934, claims based upon or attributable to
directors and officers gaining any personal profit or advantage to which
such individuals are not legally entitled, and for any claims brought about
or attributable to the dishonesty of an officer or director.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy
as expressed in said Act and are therefore unenforceable. It is recognized
that the above-summarized provisions of the registrant's bylaws and the
applicable Delaware General Corporation Law may be sufficiently broad to
indemnify officers, directors, and controlling persons of the registrant
against liabilities arising under said Act. Therefore, in the event that a
claim of indemnification against liability under said Act (other than the
payment by the registrant of expenses incurred or paid by a director,
<PAGE>
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) shall be asserted by an officer,
director, or controlling person under said provisions, the registrant will,
unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether or not such indemnification by it is against public
policy as expressed in said Act and will be governed by the final
adjudication of such issue.
ITEM 8
EXHIBITS
The following exhibits are filed as part of this registration statement:
(23)(a) Opinion and Consent of Huffman Arrington Kihle Gaberino & Dunn,
Inc.
(23)(b) Independent Auditors' Consent
(24) Powers of Attorney (Included on pages 9, 10, and 12)
The following exhibits are incorporated herein by reference:
Incorporation by
Reference to
(4) Indenture Exhibit 4 to Regis-
tration Statement
No. 33-31979 dated
November 9, 1989
NOTE: No other long-term debt instrument
of ONEOK Inc. exceeds 10 percent of the
consolidated total assets of ONEOK Inc. and
its subsidiaries. In accordance with
paragraph 4(iii) of Item 601 of Regulation S-K,
ONEOK Inc. will furnish to the Securities and
Exchange Commission, upon request, copies of
such long-term debt instruments and related
agreements.
(99) Thrift Plan for Employees of ONEOK Exhibit (28) to
Inc. and Subsidiaries, as Amended Posteffective
Amendment No. 4
to Registration
Statement No.
33-3578 dated
December 28, 1989.
<PAGE>
ITEM 9
UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent posteffective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(c) To include any material information with respect to the Plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs A(1)(a) and A(1)(b) do not
apply if the information required to be included in a
posteffective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each posteffective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
other- wise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
<PAGE>
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Larry W. Brummett and J. D. Neal, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of
each person, individually and in each capacity stated below, and to file
any and all amendments to this registration statement, including any and
all posteffective amendments and all instruments necessary or incidental in
connection therewith.
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 the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on this 17th
day of March, 1994.
ONEOK Inc.
By:(LARRY W. BRUMMETT)
Larry W. Brummett, President
and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Larry W. Brummett and J. D. Neal, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of
each person, individually and in each capacity stated below, and to file
any and all amendments to this registration statement, including any and
all posteffective amendments and all instruments necessary or incidental in
connection therewith.
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 registration
statement has been signed below by the following persons in the capacities
indicated, in the City of Tulsa and the State of Oklahoma, on this 17th day
of March, 1994.
(J. D. SCOTT)
J. D. Scott
Chairman of the Board and
Director
(LARRY W. BRUMMETT)
Larry W. Brummett
President, Chief Executive
Officer, and Director
(J. D. NEAL)
J. D. Neal
Vice President,
Chief Financial Officer,
and Treasurer
(W. M. BELL)
W. M. Bell
Director
(D. R. CUMMINGS)
D. R. Cummings
Director
<PAGE>
SIGNATURES CONTINUED
(W. L. FORD)
W. L. Ford
Director
(J. M. GRAVES)
J. M. Graves
Director
(S. J. JATRAS)
S. J. Jatras
Director
(B. H. MACKIE)
B. H. Mackie
Director
(DOUGLAS ANN NEWSOM)
Douglas Ann Newsom
Director
(G. D. PARKER)
G. D. Parker
Director
(J. E. TYREE)
J. E. Tyree
Director
(G. R. WILLIAMS)
G. R. Williams
Director
(S. L. YOUNG)
S. L. Young
Director
<PAGE>
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Larry W. Brummett and J. D. Neal, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of
each person, individually and in each capacity stated below, and to file
any and all amendments to this registration statement, including any and
all posteffective amendments and all instruments necessary or incidental in
connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan has
caused this registration statement to be signed on its behalf by the
undersigned in their capacity as members of the Thrift Plan Committee,
thereunto duly authorized, in the City of Tulsa and the State of Oklahoma,
on this 17th day of March, 1994.
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
(J. D. SCOTT)
J. D. Scott, Chairman
(J. R. MOSTELLER)
J. R. Mosteller, Member
(B. M. VAN METER)
B. M. Van Meter, Member
(E. H. KAMPHAUS)
E. H. Kamphaus, Member
(J. D. NEAL)
J. D. Neal, Member
(N. E. DUCKWORTH)
N. E. Duckworth, Secretary
(L. F. FORE)
L. F. Fore, Authorized
Representative and
Fiduciary
The Plan does not have any officers or directors or persons performing
similar functions other than the committee members whose signatures appear
above.
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
(23)(a) Opinion and Consent of Huffman Arrington 14 - 16
Kihle Gaberino & Dunn, Inc.
(23)(b) Independent Auditors' Consent 17
(24) Powers of Attorney (Included on pages 9,
10, and 12)
<PAGE>
OPINION OF COUNSEL Exhibit (23)(a)
LAW OFFICES
HUFFMAN ARRINGTON KIHLE GABERINO & DUNN
A Professional Corporation
1000 ONEOK Plaza
100 West Fifth Street
Tulsa, Oklahoma 74103-4219
--
(918) 585-8141
--
Telecopier (918) 588-7873
Robert A. Huffman William T. Walker
John L. Arrington, Jr. Brad D. Fuller
Donald A. Kihle Barry K. Beasley
John A. Gaberino, Jr. Julie Hird Thomas
C. Burnett Dunn Jeffrey C. Rambach
Michael V. Snyder Sue C. Mayhue
John M. Sharp Jean Ann Hudson
J. Clarke Kendall II Michael D. Hall
Curtis M. Long Tammy D. Barrett
Thomas J. Kirby Vivian C. Hale
Robert A. Huffman, Jr. Ronald W. Little
Sheppard F. Miers, Jr. Patrick W. Cipolla
Larry D. Henry --
Caroline B. Benediktson
Sidney K. Swinson
Gerald L. Hilsher
Juley M. Roffers
Stuart D. Campbell
--
March 17, 1994
ONEOK Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Re: S-8 Registration Statement Under
the Securities Act of 1933,
Relating to the Shares of Common
Stock of ONEOK Inc. in Relation
to the Thrift Plan and Interests
of the Participants in the
Thrift Plan
Gentlemen:
We understand that ONEOK Inc., a Delaware corporation (hereinafter
referred to as the "Company"), will file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a Form S-8
Registration Statement relating to the registration of Plan interests, and
registration of shares of the Company's Common Stock.
We have examined (a) the above-mentioned Registration Statement which
will be filed with the Securities and Exchange Commission; (b) the Third
Restated Certificate of Incorporation and Bylaws of the Company, as
amended;
<PAGE>
ONEOK Inc.
March 17, 1994
Page 2
(c) the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries and the
corporate actions taken by the Board of Directors in connection with the
Registration Statement and related matters; and (d) 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, as counsel for the Company, we wish
to advise you as follows:
1. The Company is a corporation validly organized and existing under
the laws of the State of Delaware and is duly qualified to do business as a
foreign corporation in the State of Oklahoma.
2. The filing of the above-mentioned Registration Statement has been
duly authorized by the proper corporate action on the part of the Company.
3. Assuming the Shares are being issued in compliance with the terms
and conditions of the Thrift Plan for Employees of ONEOK Inc. and
Subsidiaries (the "Plan"), when the certificates for the Shares have been
executed by the proper officer of the Company, countersigned by the
Transfer Agent and registered by the Registrar thereof, the certificates
for such Shares will represent, and the Shares will constitute, duly
authorized, legally issued, fully paid, non-assessable, valid and legal
shares of the Common Stock of the Company.
4. When an employee of the Company becomes a participant in the Plan,
such employee is thereby entitled to an interest in the Plan according to
the provisions of the Plan and the elections made by the participant from
time to time. Such interests in the Plan, when created in accordance with
the provisions of the Plan, will constitute legally issued, fully paid and
non-assessable interests except as may be set forth in the Plan.
The statements of law and legal conclusions made in the prospectus
contained in the Registration Statement pertaining to the Employee
Retirement Income Security Act of 1974 ("ERISA") have been reviewed by us
and are correct. Where appropriate, the Plan described in the documents
constituting the prospectus has been amended to comply with ERISA, and in
such manner that such Plan, as necessary, may be qualified under the
provisions of the Internal Revenue Code of 1986, as amended ("Code"). The
Plan has been qualified under the Code. A copy of the favorable determina-
tion letter from the Internal Revenue Service ("IRS") dated June 3, 1988,
concerning the Plan has been considered. Since that determination,
amendments to that Plan have been made to restating the Plan to conform to
the requirements of ERISA, to the extent required by the provisions of the
Code, as amended by the Tax Reform Act of 1986, and other recent
legislation and applicable regulations of the IRS affecting its
qualification. Subject only to the foregoing, it is our opinion that the
written documents comprising the Plan comply with ERISA and the Code.
We hereby consent to:
1. Being named in the Form S-8 Registration Statement and documents
constituting the prospectus which is being made a part thereof, and in any
amendments thereto, as counsel for the Company, passing on legal matters in
<PAGE>
ONEOK Inc.
March 17, 1994
Page 3
connection with the issuance of the Common Stock to the Trustee under the
Plan;
2. The making in the Form S-8 Registration Statement and documents
constituting the prospectus, and in any amendments thereto, of the
statements now appearing therein under the caption "interests of Named
Experts and Counsel," insofar as they are applicable to us; and
3. The filing of this opinion as an exhibit to the above-mentioned
Form S-8 Registration Statement.
Very truly yours,
HUFFMAN ARRINGTON KIHLE GABERINO &
DUNN, INC.
By (DONALD A. KIHLE)
Donald A. Kihle, President
<PAGE>
Exhibit (23)(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
ONEOK Inc.:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Interests of Named Experts
and Counsel" in this registration statement.
(KPMG PEAT MARWICK)
KPMG Peat Marwick
Tulsa, Oklahoma
March 17, 1994
