UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 1994
COMMISSION FILE NUMBER 1-2572
ONEOK Inc.
100 West Fifth Street, Tulsa, OK 74103
(918) 588-7000
IRS EMPLOYER
INCORPORATED IN IDENTIFICATION NO.
DELAWARE 73-0383100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common stock, without par value New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Preferred stock, $50 par value, Series A, 4 3/4% cumulative
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Based on the closing price of October 1, 1994, the aggregate
market value of the voting stock held by nonaffiliates of the
registrant was: Common stock, without par value, $439.1 million;
Preferred stock, $50 par value, Series A, 4 3/4% cumulative,
$4.9 million.
The number of common shares outstanding of the registrant was
26,690,004 as of October 1, 1994.
DOCUMENTS INCORPORATED BY REFERENCES:
(1) Annual Report to Shareholders
for the year ended August 31, 1994 ...................Parts I,
II, and IV
(2) Proxy Statement for Shareholder meeting on
January 19, 1995 .....................................Part III
The Exhibit Index is located on pages 30-32.
Page 1 of 220
<PAGE> 1
1994 Annual Report ON FORM 10-K
ONEOK Inc.
Page No.
PART I
Item 1. Business 3 - 16
Item 2. Properties 16 - 20
Item 3. Legal Proceedings 21 - 25
Item 4. Results of Votes of Security Holders 25 - 27
PART II
Item 5. Market Price and Dividends on the Registrant's
Common Stock and Related Shareholder Matters 27
Item 6. Selected Financial Data 28
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 28
Item 8. Financial Statements and Supplementary Data 28
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 28
PART III
Item 10. Directors, Executive Officers, Promoters, and
Control Persons of the Registrant 28 - 29
Item 11. Executive Compensation 29
Item 12. Security Ownership of Certain Beneficial Owners
and Management 29
Item 13. Certain Relationships and Related Transactions 29
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. 30 -220
<PAGE> 2
Page Number or
Incorporation
by Reference to
(10)(k) Credit Agreement between 100-177
ONEOK Inc. and Bank of
America National Trust and
Savings Association,
dated August 20, 1993
(10)(l) First Amendment to Credit 178-184
Agreement between ONEOK Inc.
and Bank of America National
Trust and Savings Association,
dated August 18, 1994
(10)(m) Private Placement Agreement Exhibit (10)(l) to
between ONEOK Inc. and Annual Report on
Paine Webber Incorporated, Form 10-K dated
dated April 6, 1993 August 31, 1993
(Medium-term Notes, Series A,
up to U.S. $150,000,000)
(10)(n) Issuing and Paying Agency Exhibit (10)(l) to
Agreement between Bank America Annual Report on
Trust Company of New York, Form 10-K dated
as Issuing and Paying Agent, August 31, 1993
and ONEOK Inc.
(Medium-term Notes, Series A,
up to U.S. $150,000,000)
(13) Pages 28 through 49 of the 185-206
1994 Annual Report to
Shareholders for ONEOK Inc.
(22) Required information concerning
the registrant's subsidiaries is
included in Item 1. of this
document.
(24) Independent Auditors' Consent 207
(28) History of Gas Pricing Exhibit (99) to
Annual Report on
Form 10-K dated
August 31, 1993
(99) Form 11-K financial statements 208-220
for Thrift Plan pursuant to
Rule 15d-21
<PAGE> 32
Exhibit (99)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended August 31, 1994
THRIFT PLAN FOR EMPLOYEES
OF ONEOK INC.
AND SUBSIDIARIES
ONEOK Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
<PAGE> 208
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Assets
August 31, 1994 and 1993
1994 1993
Investments, at fair value:
Securities of ONEOK Inc.:
Common stock, 3,802,614 and 3,055,790 shares
(cost of $60,211,100 and $44,108,500),
respectively $ 68,447,000 $65,699,600
Preferred stock, Series A, 4-3/4%, 9,126 and
9,934 shares (cost of $197,900 and $203,400),
respectively 253,200 281,900
United States Government Series "E" and "EE" Bonds,
21,700 and 23,500 units (cost of $488,700 and
$531,100), respectively 1,330,700 1,353,200
Insured Pooled Investment Account, 5,983,018 and
7,495,692 units (cost of $29,846,300 and
$36,162,200), respectively 29,846,300 36,162,200
Pooled Standard & Poor 500 Index Fund, 5,097,051
and 5,534,930 units (cost of $9,311,600 and
$9,744,700), respectively 11,514,700 11,897,400
Pooled Group Investment Contract Funds, 427,477
and 567,517 units (cost of $505,600 and
$663,400), respectively 678,800 857,700
American Performance Equity Fund Account,
1,256,064 and 1,011,810 units (cost of $1,291,500
and $1,005,900), respectively 1,404,300 1,071,600
American Performance Bond Fund, 1,619,497 and
1,750,107 units (cost of $1,862,200 and $1,987,500),
respectively 1,934,500 2,112,000
Participant loans 6,803,200 6,202,900
Cash and equivalents 1,598,100 -
Total investments representing plan equity $ 123,810,800 125,638,500
See accompanying notes to financial statements.
<PAGE> 209
<TABLE>
Page 1.1 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1994
ONEOK ONEOK Insured Pooled
Inc. Inc. Series Pooled Pooled Group
Common Preferred Series "EE" Investment S&P 500 Investment
Stock Stock "E" Bonds Bonds Account Index Contracts
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 3,778,000 22,000 - - - - -
Interest - - 24,300 36,400 1,110,000 471,300 59,100
Net investment
income 3,778,000 22,000 24,300 36,400 1,110,000 471,300 59,100
Gain on sale of
securities 285,600 - - - - - -
Increase (decrease) in
unrealized
appreciation (11,757,100) (23,200) 14,200 5,700 - 50,400 (21,100)
Cash contributions:
Employer 2,142,900 - - - 762,600 574,500 -
Employees 2,969,400 - - - 1,001,300 838,700 -
5,112,300 - - - 1,763,900 1,413,200 -
Withdrawals by
participants (2,799,800) (5,400) - - (1,831,600) (300,300) (16,700)
Transfers 8,128,400 (22,100) (31,800) (71,300) (7,358,200) (2,017,300) (200,200)
Net increase
(decrease) in
plan equity 2,747,400 (28,700) 6,700 (29,200) (6,315,900) (382,700) (178,900)
Plan equity at
beginning of year 65,699,600 281,900 636,000 717,200 36,162,200 11,897,400 857,700
Plan equity at
end of year $ 68,447,000 253,200 642,700 688,000 29,846,300 11,514,700 678,800
</TABLE>
See accompanying notes to financial statements.
<PAGE> 210
<TABLE>
Page 1.2 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1994
American American Bond
Performance Performance Participant Cash and Holding
Equity Fund Bond Fund Loans Equivalents Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends - - - - - 3,800,000
Interest 18,300 19,500 607,600 16,100 - 2,362,600
Net investment
income 18,300 19,500 607,600 16,100 - 6,162,600
Gain on sale of
securities - - - - - 285,600
Increase (decrease) in
unrealized
appreciation 47,100 (52,200) - - - (11,736,200)
Cash contributions:
Employer 78,200 77,400 - - - 3,635,600
Employees 109,200 121,400 - - - 5,040,000
187,400 198,800 - - - 8,675,600
Withdrawals by
participants (1,500) (6,100) (177,900) - (76,000) (5,215,300)
Transfers 81,400 (337,500) 170,600 1,582,000 76,000 -
Net increase
(decrease) in
plan equity 332,700 (177,500) 600,300 1,598,100 - (1,827,700)
Plan equity at
beginning of year 1,071,600 2,112,000 6,202,900 - - 125,638,500
Plan equity at
end of year 1,404,300 1,934,500 6,803,200 1,598,100 - 123,810,800
</TABLE>
See accompanying notes to financial statements.
<PAGE> 210-A
<TABLE>
Page 2.1 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1993
ONEOK ONEOK Insured Pooled
Inc. Inc. Series Pooled Pooled Group
Common Preferred Series "EE" Investment S&P 500 Investment
Stock Stock "E" Bonds Bonds Account Index Contracts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 3,264,900 25,900 - - - - -
Interest 16,900 - 39,900 34,100 1,090,900 182,100 37,700
Net investment
income 3,281,800 25,900 39,900 34,100 1,090,900 182,100 37,700
Gain on sale of
securities 3,713,100 - - - - - -
Increase (decrease) in
unrealized
appreciation 10,457,300 46,500 3,700 14,400 - 1,156,700 13,500
Cash contributions:
Employer 1,898,800 - - - 903,400 567,700 -
Employees 2,602,400 - - - 1,200,400 805,900 -
4,501,200 - - - 2,103,800 1,373,600 -
Withdrawals by
participants (1,635,100) (63,500) - - (4,259,200) (336,700) (69,000)
Transfers (6,321,000) (25,900) (54,800) (71,600) 2,391,600 1,707,100 (118,100)
Net increase
(decrease) in
plan equity 13,997,300 (17,000) (11,200) (23,100) 1,327,100 4,082,800 (135,900)
Plan equity at
beginning of year 51,702,300 298,900 647,200 740,300 34,835,100 7,814,600 993,600
Plan equity at
end of year $ 65,699,600 281,900 636,000 717,200 36,162,200 11,897,400 857,700
</TABLE>
See accompanying notes to financial statements.
<PAGE> 211
<TABLE>
Page 2.2 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1993
American American Bond
Performance Performance Participant Holding
Equity Fund Bond Fund Loans Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends - - - - 3,290,800
Interest 8,000 15,400 533,500 - 1,958,500
Net investment
income 8,000 15,400 533,500 - 5,249,300
Gain on sale of
securities - - - - 3,713,100
Increase (decrease) in
unrealized
appreciation 128,200 103,300 - - 11,923,600
Cash contributions:
Employer 78,900 49,400 - - 3,498,200
Employees 114,700 77,900 - - 4,801,300
193,600 127,300 - - 8,299,500
Withdrawals by
participants (216,000) (35,300) (73,300) (67,100) (6,755,200)
Transfers 94,500 1,289,900 1,041,200 67,100 -
Net increase
(decrease) in
plan equity 208,300 1,500,600 1,501,400 - 22,430,300
Plan equity at
beginning of year 863,300 611,400 4,701,500 - 103,208,200
Plan equity at
end of year 1,071,600 2,112,000 6,202,900 - 125,638,500
</TABLE>
See accompanying notes to financial statements.
<PAGE> 211-A
<TABLE>
Page 3.1 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1992
ONEOK ONEOK Insured Pooled
Inc. Inc. Series Pooled Pooled Group
Common Preferred Series "EE" Investment S&P 500 Investment
Stock Stock "E" Bonds Bonds Account Index Contracts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 3,039,900 29,700 - - - - -
Interest 24,300 100 1,400 1,100 1,401,100 300,800 94,900
Net investment
income 3,064,200 29,800 1,400 1,100 1,401,100 300,800 94,900
Gain on sale of
securities 1,984,600 - - - - - -
Increase (decrease) in
unrealized
appreciation 7,766,200 31,600 42,000 51,700 - 89,100 (13,600)
Cash contributions:
Employer 1,752,100 - - - 983,300 432,000 34,100
Employees 2,411,900 - - - 1,316,000 630,100 49,400
4,164,000 - - - 2,299,300 1,062,100 83,500
Withdrawals by
participants (2,885,700) - - - (1,870,100) (404,400) (91,900)
Transfers (9,137,800) (34,300) (1,600) (3,600) 5,100,100 2,574,800 (609,800)
Net increase
(decrease) in
plan equity 4,955,500 27,100 41,800 49,200 6,930,400 3,622,400 (536,900)
Plan equity at
beginning of year 46,746,800 271,800 605,400 691,100 27,904,700 4,192,200 1,530,500
Plan equity at
end of year $ 51,702,300 298,900 647,200 740,300 34,835,100 7,814,600 993,600
</TABLE>
See accompanying notes to financial statements.
<PAGE> 212
<TABLE>
Page 3.2 of 3
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Statements of Income and Changes in Plan Equity
Years ended August 31, 1994, 1993 and 1992
<CAPTION> 1992
American American Bond
Performance Performance Participant Holding
Equity Fund Bond Fund Loans Fund Cash Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends - - - - - 3,069,600
Interest (3,600) 1,100 453,300 - - 2,274,500
Net investment
income (3,600) 1,100 453,300 - - 5,344,100
Gain on sale of
securities - - - - - 1,984,600
Increase (decrease) in
unrealized
appreciation (62,600) 21,200 - - - 7,925,600
Cash contributions:
Employer 65,000 25,600 - - - 3,292,100
Employees 92,100 40,300 - - - 4,539,800
157,100 65,900 - - - 7,831,900
Withdrawals by
participants (13,600) (15,400) (164,000) (6,400) (200) (5,451,700)
Transfers 786,000 538,600 794,600 (7,000) - -
Net increase
(decrease) in
plan equity 863,300 611,400 1,083,900 (13,400) (200) 17,634,500
Plan equity at
beginning of year - - 3,617,600 13,400 200 85,573,700
Plan equity at
end of year 863,300 611,400 4,701,500 - - 103,208,200
</TABLE>
See accompanying notes to financial statements.
<PAGE> 212-A
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Notes to Financial Statements
August 31, 1994, 1993 and 1992
(1) Description of Plan
A brief description of the Thrift Plan for Employees of
ONEOK Inc. and Subsidiaries (the "Plan") follows and is
provided for general information only. Participants should
refer to the full text of the Plan for more complete
information. ONEOK Inc., the Plan sponsor, is hereinafter
referred to as "the Company."
General
The Plan is a defined contribution plan which covers all
employees of the Company and is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
Participation and Contributions
An employee may begin participation on the first day of the
month following employment. Participants may make pre-tax
deferrals by depositing with the Trustee payroll deductions
of up to a maximum of 14% of their basic compensation if
certain deferral limitations are not exceeded. Participants
may make after-tax deposits of any whole percentage of their
basic compensation up to a maximum of 6% as long as the
total of pre-tax deferrals and after-tax deposits does not
exceed 16%.
After one year of service, the Company will match 100% of
pre-tax deferrals and after-tax deposits, up to a maximum of
6%. The combined total of pre-tax deferrals, after-tax
deposits, and Company matching contributions cannot exceed
the lesser of $30,000 or 25% of the participant's annual
compensation.
(2) Summary of Significant Accounting Policies
Investments
Investments are stated at fair values based on the estimated
current market value of the respective investments at the
end of the year. All investments are held by Bank of
Oklahoma, N.A., as Trustee. When available, current market
value is determined based on published market quotes and
trading activity of the underlying investment securities.
Gains and Losses from Sale of Investments
Gains and losses resulting from the sale of investments are
differences between the average cost of specific investments
sold and proceeds received. Transactions are recorded on a
trade date basis.
<PAGE> 213
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Notes to Financial Statements, Continued
Administrative Costs
The Company pays all costs and expenses for administering
the Plan, including expenses of the Committee and fees and
expenses of the Trustee, except for brokerages, commissions,
investment management fees, and transfer taxes applicable to
investment of securities or investments acquired or sold for
a participant's account.
Income Taxes
The Plan is a qualified trust under Section 401(a) and
qualifies under the provision of Section 501(a) of the
Internal Revenue Code, and is exempt from federal income
taxes. The plan has received a favorable determination
letter.
(3) Investment of Funds
The participants have the right to designate investment of
their account balances, including their contributions and
deferrals and the Company's matching contributions.
Investment options are changed from time to time by the
administrative committee of the Plan. Currently, these
options are as follows:
Common Stock of the Company - Stock is purchased and
sold on the open market.
Pooled S&P 500 Index Fund - Invests primarily in the
500 stocks included in Standard & Poor's 500 Index.
Insured Pooled Investment Account - Invests in
insured bank certificates of deposit or other such
investments as designated by the administrative
committee.
American Performance Equity Fund - Invests primarily
in "blue chip" stocks.
American Performance Bond Fund - Invests primarily in
bonds issued or guaranteed by the U.S. government or
its agencies.
If no investment option is elected by the participant, the
funds are invested in the insured pooled investment account.
Participants may direct the investment of their account
balances under more than one option. However, the minimum
investment that can be directed to any one option is 25%.
The participants may direct the sale or other disposition of
securities in their account and may change their investment
instructions to the Trustee at intervals as provided in the
Plan. Neither the Company nor the Trustee guarantees the
value of the investments nor do they indemnify any employee
against any loss that may result from such investments.
<PAGE> 214
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Notes to Financial Statements, Continued
All interest, dividends, and other income received by the
Trustee and all gains and losses from the sale of securities
are credited or charged to the respective participant's
account. The cost charged to a participant's account for
securities purchased is the average cost for all such
securities purchased during the month. Brokerage
commissions, transfer taxes, and other charges and expenses
in connection with the purchase or sale of securities are
added to the cost of the securities purchased or deducted
from the proceeds of the sale.
Company contributions to the account of a participant and
any income and earnings are immediately vested upon receipt
by the Trustee (subject to subsequent loss through decline
in value of investments). Upon termination of the Plan,
each of the participants will receive distribution of the
entire balance of their account.
The number of participants electing the various current
investment options was as follows:
August 31,
1994 1993 1992
Investment Option
Common Stock of ONEOK Inc. 1,560 1,457 1,358
Insured Pooled Investment Account 672 812 916
Pooled S&P 500 Index Fund 610 606 588
American Performance Equity Fund 135 107 144
American Performance Bond Fund 98 87 54
Participants may borrow from the Plan pursuant to Section
408(b)(1) of the ERISA, as amended. Loans may not exceed
50% of the nonforfeitable accrued benefit of the
participant. Participant loans are stated at cost which
represents estimated market value.
(4) Unrealized Appreciation of Investments
The current market value, average cost and net unrealized
appreciation of investments are summarized as follows:
August 31,
1994 1993 1992
Current market value $ 123,810,800 125,638,500 103,208,200
Average cost 110,518,100 100,609,600 90,102,900
Net unrealized
appreciation $ 13,292,700 25,028,900 13,105,300
<PAGE> 215
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Notes to Financial Statements, Continued
(5) Gain on Sale of Securities
The aggregate proceeds and aggregate average cost relating to
investments sold at a gain are summarized as follows:
Year ended August 31,
1994 1993 1992
ONEOK Inc. Common Stock:
Aggregate proceeds $ 1,861,400 10,352,800 11,531,300
Aggregate average
cost 1,575,800 6,639,700 9,546,700
Net gain $ 285,600 3,713,100 1,984,600
(6) Supplementary Schedules
No schedules of Transactions with Parties in Interest, Loans
or Fixed Income Obligations in Default or Uncollectible, or
Leases in Default or Uncollectible are presented due to the
absence of these items as of August 31, 1994, and for the year
then ended.
<PAGE> 216
Schedule 1
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Item 27a - Schedule of Assets Held for Investment Purposes
August 31, 1994
Party-in Identity
Interest of Issue
Current Borrower,
Identifi- Lessor or Description
cation Similar Party of Investment Cost Value
* ONEOK Inc. Common stock
without
par value $ 60,211,100 68,447,000
* ONEOK Inc. 4-3/4% cumulative
preferred stock 197,900 253,200
- Series "E" U.S. Government
Bonds securities 161,600 642,700
- Series "EE" U.S. Government
Bonds securities 327,100 688,000
* Bank of Certificates of
Oklahoma deposit 29,846,300 29,846,300
Insured Pooled
Investment Account
- Pooled S&P Stocks included
500 Index in S&P 500 Index 9,311,600 11,514,700
* Bank of Common fund 505,600 678,800
Oklahoma Pooled
Group Investment
Contract Funds
* American
Performance Mutual fund 1,291,500 1,404,300
Equity Fund
* American
Performance Mutual fund 1,862,200 1,934,500
Bond Fund
* ONEOK Inc. Participant loans
at varying 6,803,200 6,803,200
interest rates
and maturity dates
- Cash and
equivalents Highly liquid
temporary 1,598,100 1,598,100
investments,
including interest
bearing cash deposits
*Party-in-interest
<PAGE> 217
Schedule 2
THRIFT PLAN FOR EMPLOYEES OF
ONEOK Inc. AND SUBSIDIARIES
Item 27d - Schedule of Reportable Transactions
Year ended August 31, 1994
Identity
of Party Description Purchase Selling Lease
Involved of Asset Price Price Rental
*ONEOK Inc. Common stock
without
par value $ 18,349,440 - -
*Bank of Insured pooled
Oklahoma investment
account - 10,483,662 -
Current
Expenses Value of
Identity Incurred Asset on
of Party Description With Transaction Gain
Involved of Asset Transaction Cost Date (Loss)
*ONEOK Inc. Common
stock
without
par value $ - 18,349,440 18,349,440 -
*Bank of Insured
Oklahoma pooled
investment
account - 10,483,662 10,483,662 -
*Series of transactions
<PAGE> 218
KPMG Peat Marwick LLP
700 First Oklahoma Tower
Oklahoma City, OK 73102-5671
1600 One Williams Center
Tulsa, OK 74172-0168
Independent Auditors' Report
The Administrative Committee
Thrift Plan for Employees of
ONEOK Inc. and Subsidiaries:
We have audited the accompanying statements of assets of the
Thrift Plan for Employees of ONEOK Inc. and subsidiaries as of
August 31, 1994 and 1993, and the related statements of income
and changes in plan equity for each of the years in the three-
year period ended August 31, 1994. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the equity of the Plan
as of August 31, 1994 and 1993, and the changes in plan equity
for each of the years in the three-year period ended August 31,
1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules included herein are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The fund information in the statements of assets and
the statements of income and changes in plan equity is presented
for purposes of additional analysis rather than to present the
assets and changes in plan equity of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
October 14, 1994
<PAGE> 219
SIGNATURE
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Thrift Plan Committee has duly caused
this Annual Report on Form 11-K to be signed on its behalf by the
undersigned, hereunto duly authorized.
THRIFT PLAN FOR EMPLOYEES OF
ONEOK INC. AND SUBSIDIARIES
Date: December 29,1994 By: *
Larry W. Brummett, Chairman
Thrift Plan Committee
*Intentionally not signed. Form 11-K submitted only as an
exhibit to furnish information required by Form 10-K.
<PAGE> 220
