<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1995.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ONEOK INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-0383100
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
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)
<TABLE>
<S> <C>
LAVON NEAL DONALD A. KIHLE, ESQ.
VICE PRESIDENT ARRINGTON KIHLE
ONEOK INC. GABERINO & DUNN, P.C.
100 WEST FIFTH STREET 1000 ONEOK PLAZA
TULSA, OKLAHOMA 74103-4240 ONEOK INC.
(918) 588-7906 TULSA, OKLAHOMA 74103-4219
(918) 585-8141
</TABLE>
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER UNIT* PRICE* REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, without par
value...................... 2,000,000 shs. $23.6875 $47,375,000 $16,336.00
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</TABLE>
* Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
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* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 7, 1995
2,000,000 SHARES
ONEOK INC.
COMMON STOCK
DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
The Direct Stock Purchase and Dividend Reinvestment Plan (the Plan) of
ONEOK Inc. (the Corporation), offers customers of the Corporation and other
interested parties the opportunity to purchase the common stock, no par value,
of the Corporation (Common Stock), directly from the Plan thereby avoiding
brokerage fees and commissions and to automatically reinvest their Dividends in
shares of Common Stock. The purpose of the Plan is to provide existing and
potential ONEOK Inc. investors a convenient and economical means to purchase
Common Stock and to reinvest all or a portion of their Dividends in the purchase
of additional shares of Common Stock. This Plan replaces the Corporation's
existing Dividend Reinvestment and Stock Purchase Plan.
The shares of Common Stock purchased under the Plan may be shares purchased
on the open market, shares held by the Corporation as Treasury Shares, or
Authorized Shares that are unissued. In the event of an open-market purchase,
the Market Price will be the weighted average price (excluding brokerage fees
and commissions) of all shares purchased for the relevant Investment Dates, as
defined. The Market Price of shares purchased under the Plan that are sold from
the Corporation's Treasury Stock or issued from the Corporation's Authorized but
Unissued Shares of Common Stock will be calculated by computing the five-day
average of the daily average of the high and low prices of the Common Stock on
the New York Stock Exchange for the five (5) business days prior to the relevant
Investment Date. See "Source and Price of Shares" for the Common Stock on page
8.
The price to the Participant of shares purchased with Initial Investments
or Optional Investments will be one hundred percent (100%) of the Market Price.
The price to the Participant of shares purchased under the Plan with reinvested
Dividends will be ninety-seven percent (97%) of the Market Price.
The Corporation's Common Stock is listed on the New York Stock Exchange
under the symbol OKE. On August 3, 1995, the last reported sale price of the
Common Stock on the New York Stock Exchange Composite Tape was $23.875. See
"Price Range of Common Stock and Dividends" on page 12.
To the extent required by applicable law in certain jurisdictions,
including Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota, Ohio,
Oklahoma, and Vermont, shares of Common Stock offered under the Plan to persons
not presently record holders of ONEOK Inc. Common or Preferred Stock are offered
only through a registered broker/dealer in such jurisdictions.
This Prospectus should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the SEC). Such reports, proxy statements, and other
information filed by the Corporation can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the SEC:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the SEC, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Corporation's Common Stock is listed on the New York Stock Exchange
(NYSE). Reports, proxy statements, and other information concerning the
Corporation can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.
The Corporation has filed with the SEC a registration statement on Form S-3
(the Registration Statement) under the Securities Act with respect to the shares
of Common Stock offered by this Prospectus. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto, to
which reference is made. Statements made in this Prospectus as to the contents
of any contract, agreement, or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract,
agreement, or other document filed as an exhibit to the Registration Statement,
and each such statement is qualified in its entirety by such reference. Any
interested party may inspect the Registration Statement and the exhibits and
schedules thereto, without charge, at the public reference facilities of the SEC
and may obtain copies of all or any portion of the Registration Statement from
the SEC upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference herein its Annual Report
to the SEC on Form 10-K for the fiscal year ended August 31, 1994, its Quarterly
Reports to the SEC on Form 10-Q for the quarters ended November 30, 1994,
February 28, 1995, and May 31, 1995, and its Current Reports to the SEC on Forms
8-K dated June 19, 1995, July 20, 1995, and July 21, 1995, which have been filed
previously with the SEC under File No. 1-2572.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference in this Prospectus. The documents incorporated
herein by reference are sometimes hereinafter called the "Incorporated
Documents." Any statement contained herein or in an Incorporated Document shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The information relating to the Corporation contained in this Prospectus
does not purport to be comprehensive and is based upon information contained in
the Incorporated Documents. Accordingly, the information contained herein should
be read together with the information contained in the Incorporated Documents.
The Corporation will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any and
all of the Incorporated Documents, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to the Corporate Secretary, ONEOK Inc.,
P.O. Box 871, Tulsa, Oklahoma 74102-0871, telephone number 918-588-7906.
2
<PAGE> 4
THE CORPORATION
ONEOK Inc. and its subsidiaries engage in several aspects of the energy
business. The Corporation purchases, gathers, compresses, transports, and stores
natural gas for distribution to consumers. It transports gas for others, leases
pipeline capacity to others for their use in transporting gas, and is a partner
in a natural gas transmission system that transports gas for others. The
Corporation explores for and produces oil and gas, extracts and sells natural
gas liquids, buys and sells natural gas in the spot market, and is engaged in
the gas marketing business. In addition, it leases and operates a headquarters
office building (leasing excess space to others) and owns and operates a related
parking facility. As a regulated natural gas utility, the Corporation
distributes natural gas to approximately 733,000 customers in a service area
comprising approximately three-fourths of the state of Oklahoma, thereby meeting
the natural gas needs of over two million people.
The Corporation was incorporated in Delaware on November 10, 1933.
The Corporation's principal executive offices are located at 100 West Fifth
Street, Tulsa, Oklahoma 74103. The mailing address is P.O. Box 871, Tulsa,
Oklahoma 74102-0871, and the telephone number is 918-588-7000.
DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
The Plan offers the Corporation's customers and other interested parties
the opportunity to make an initial purchase of Common Stock directly from the
Plan, thereby avoiding brokerage fees and commissions, and allows automatic
reinvestment of Dividends in additional shares of ONEOK Inc. Common Stock. The
shares of Common Stock purchased under the Plan may be shares purchased on the
open market, shares held by the Corporation as Treasury Stock, or Authorized
Shares that are unissued.
PURPOSE
The purpose of the Plan is to provide existing and potential investors a
convenient and economical means to purchase Common Stock and reinvest all or a
portion of their Dividends in the purchase of additional shares of Common Stock.
Participants in the Plan may elect to have Dividends on shares held in their
Plan Accounts paid to them by check, reinvested in shares of Common Stock, or a
combination thereof. If a Participant elects to have Dividends reinvested, such
Dividends will be used to purchase additional shares of Common Stock at Market
Price, discounted by three percent (3%).
DEFINITIONS
Administrator: The bank or trust company (or other entity) appointed by the
Corporation to act as administrator of the Plan. The current Administrator is
Liberty Bank and Trust Company of Oklahoma City, N.A., the Corporation's Stock
Transfer Agent, Registrar, and Dividend Disbursing Agent.
Authorized Shares: The number of shares of stock which the Certificate of
Incorporation authorizes the Corporation to issue.
Beneficial Owner: The owner of securities, the title of which is held in
the name of another.
Dividend: A cash distribution of corporate earnings to shareholders.
Dividend Payment Date: A date on which dividends are paid to the holders of
shares of ONEOK Inc. Common and Preferred Stock.
Dividend Record Date: The date on which a person or entity must be a
registered shareholder of ONEOK Inc. Common or Preferred Stock in order to
receive a particular Dividend.
Fractional Share: A fractional interest in a share of Common Stock credited
to the Participant's Plan Account.
3
<PAGE> 5
Initial Investment: First payment provided by an applicant for investment
in the Plan, which must be at least $100 and not more than $100,000.
Investment Date: The fifth (5th) and twentieth (20th) days of each month,
or the next business day if these days fall on weekends or holidays.
Medallion Signature Guarantee: A signature guarantee provided by a Stock
Transfer Association-approved guarantor institution.
Optional Investments: Payments provided by the Participant for investment
in additional Common Stock shares under the Plan, subject to certain minimums
and maximums.
Participant: An eligible individual or entity currently enrolled in the
Plan according to the Corporation's applicable procedure.
Plan: The Corporation's Direct Stock Purchase and Dividend Reinvestment
Plan, as stated in this Prospectus.
Plan Account: An account maintained by the Administrator for the
Participant.
Treasury Shares or Treasury Stock: Shares of Authorized and Issued stock
owned by the Corporation.
Unissued Shares: Shares of stock authorized by the Certificate of
Incorporation but not outstanding (i.e., not issued).
CERTAIN PLAN FEATURES
- An interested party not presently owning shares of ONEOK Inc. Common
Stock may become a Participant by making an Initial Investment of $100
but not more than $100,000 to purchase shares under the Plan. The maximum
annual Optional Investment that will be allowed in any calendar year is a
total of $100,000 per Participant. Initial Investments may be made by
check or money order.
- Owners of ONEOK Inc. Common or Preferred Stock may automatically reinvest
all or a portion of their dividends in additional Common Stock at a three
percent (3%) discount from the Market Price.
- All Participants may invest additional funds in Common Stock through
Optional Investments of at least $25 but not more than a maximum of
$100,000 per calendar year. Optional Investments may be made by check,
money order, or automatic deduction from a designated bank account.
Optional Investments may be made as frequently as twice each month to
coincide with regular Investment Dates.
- ONEOK Inc. pays all brokerage fees and commissions in connection with
purchases of Common Stock and reinvestment of dividends in shares of
Common Stock under the Plan. Participants incur minimal brokerage fees
upon withdrawal from the Plan and subsequent liquidation of all shares in
their Plan Accounts. Partial sales of shares from a Plan Account will
incur brokerage fees when more than one sale is requested in a calendar
year.
- Funds invested in the Plan are fully invested through the purchase of
whole shares and Fractional Shares.
- The Plan offers a share safekeeping service, at no charge, whereby
Participants may deposit their common stock certificates with the
Administrator. Ownership records of the Common Stock are maintained by
the Administrator as part of the Participant's Plan Account.
- Participants may make transfers or gifts of Common Stock from their Plan
Accounts at no charge. When a Participant transfers or gives shares to
another person, an account will be opened for the recipient, who will
then enjoy full Plan benefits. No transfers or gifts may be made in
Fractional Shares unless the entire account is transferred.
- After each Investment Date on which a transaction occurs in a
Participant's Plan Account, the Participant will receive a statement
reflecting amounts invested, Dividends received, purchase prices
4
<PAGE> 6
(including any discount received), shares purchased, total shares
accumulated, and other information relating to the status of the account.
- The Market Price for shares purchased or sold under the Plan is
determined by a formula as described under "Source and Price of Shares"
on page 8 and, as a result, a purchase price at which shares will be
purchased for Plan Accounts cannot be guaranteed.
ADMINISTRATION
Liberty Bank and Trust Company of Oklahoma City, N.A., the current
Administrator of the Plan, purchases and holds shares of Common Stock acquired
under the Plan, sells shares, keeps records, sends statements of account
activity to Participants, and performs other administrative duties related to
the Plan. Participants may contact the Administrator by writing to:
Liberty Bank and Trust Company of Oklahoma City, N.A.
ONEOK Inc. Direct Stock Purchase and
Dividend Reinvestment Services
Stock Transfer Department
P.O. Box 25848
Oklahoma City, OK 73125-0848
or by telephoning the Administrator toll-free at 1-800-395-2662, Extension 6711,
between 9:00 a.m. and 4:00 p.m. Central Standard Time.
ELIGIBILITY
Any person or entity, whether or not a registered holder of shares of ONEOK
Inc. Common or Preferred Stock, is eligible to participate in the Plan, provided
that (i) the person or entity has received a current prospectus; (ii) such
person or authorized representative of the entity completes, signs, and delivers
to the Administrator an Enrollment Form in the manner described under the
caption "Enrollment Procedures" below; and (iii) in the case of citizens or
residents of a country other than the United States, its territories and
possessions, participation would not violate local laws applicable to the
Corporation or the Participant.
ENROLLMENT PROCEDURES
After being furnished a copy of this Prospectus, any eligible applicant may
enroll in the Plan by completing and signing an Enrollment Form and returning it
to the Administrator. Enrollment Forms are available upon request from the
Administrator. Any current holder of ONEOK Inc. Common or Preferred Stock who
wishes to participate in the Plan should sign the Enrollment Form exactly as the
name(s) appear(s) on the stock certificate(s) representing the owner's share(s)
of Common Stock. Any other eligible applicant must include a minimum Initial
Investment of at least $100, but not more than $100,000, by check or money
order, with a completed Enrollment Form. See "Initial Investments and Optional
Cash Investments" on page 6.
Any Participant may change the level of investment in the Plan by following
the procedures described under the caption "Methods of Investment" on page 6.
The applicant may elect to continue to hold the certificates representing such
shares outside of the Plan, in which case the shares will not be considered part
of the Plan Account, or the applicant may elect to deposit such shares with the
Administrator through the Plan's share safekeeping service. See "Share
Safekeeping" on page 9.
ANY CURRENT PARTICIPANT IN THE CORPORATION'S DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN WILL AUTOMATICALLY CONTINUE AS A PARTICIPANT IN THE NEW PLAN
WITHOUT SENDING IN AN ENROLLMENT FORM.
Enrollment Forms will be processed as promptly as possible after receipt by
the Administrator. Participation in the Plan will begin after a properly
completed Enrollment Form has been reviewed and accepted by the Administrator.
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<PAGE> 7
Any Beneficial Owner of ONEOK Inc. Common or Preferred Stock registered in
the name of someone other than the Beneficial Owner (for example, a broker or
bank nominee) may participate in the Plan by making arrangements with the broker
or bank to participate on behalf of the Participant through the Depository Trust
Company Dividend Reinvestment Service. Brokers and nominees owning ONEOK Inc.
Common or Preferred Stock held at Depository Trust Company may participate in
the Plan through the service. For information pertaining to this feature of the
Plan, the Administrator should be contacted.
INITIAL INVESTMENTS AND OPTIONAL INVESTMENTS
For applicants who are not already record holders of ONEOK Inc. Common or
Preferred Stock, an Initial Investment of at least $100, but not more than
$100,000, in the form of a check or money order must be included with the
completed Enrollment Form and returned to the Administrator.
Participants also may make Optional Investments by check or money order, or
they may request automatic periodic transfer of funds from a designated bank
account. Optional Investments must be at least $25 for any single investment,
and the total investment allowed in any calendar year will be $100,000. There is
no obligation to make an Optional Investment at any time, and the amounts of
individual investments may vary according to the wishes of the Participant.
Initial Investments and Optional Investments must be received by the
Administrator no later than two (2) business days prior to an Investment Date to
be invested on the designated Investment Date. Otherwise, the Initial Investment
or Optional Investment will be held by the Administrator and invested on the
next designated Investment Date. Upon a Participant's written request received
by the Administrator no later than two (2) business days prior to the applicable
Investment Date, an Initial Investment or Optional Investment not already
invested under the Plan will be canceled and returned to the Participant, as
appropriate. No refund of a check or money order will be made until the funds
have been actually received by the Administrator. Accordingly, such refunds may
be delayed up to several weeks from the original date of the cancellation
request. No interest will be paid on amounts held by the Administrator pending
investment or refund.
METHODS OF INVESTMENT
Check or Money Order Investment
Initial Investments and Optional Investments may be made by check or money
order payable in United States dollars to: Liberty Bank of Oklahoma City/ONEOK
Inc. Optional Investments sent by mail must be mailed to the Administrator
together with the Optional Investment Form (which is the tear-off portion of the
top of each account statement sent to Participants) or with a letter of
instruction. The Optional Investment must be received by the Administrator no
later than two (2) business days prior to an Investment Date to be invested on
that Investment Date.
Automatic Investment from Designated Bank Account
Participants may make Optional Investments through automatic monthly
transactions of a specified amount (not less than $25 per transaction and not
more than a total of $100,000 per calendar year) through an Automated Clearing
House (ACH) withdrawal from a designated United States bank account.
To initiate automatic monthly deductions, the Participant must complete and
sign the Automatic Deduction Form and return it to the Administrator together
with a voided blank check for the account from which funds are to be drawn.
Forms will be processed and will become effective as promptly as practicable.
Once automatic deductions are initiated, funds will be drawn from the
Participant's bank account on the first (1st) or fifteenth (15th) day of each
month, or both, as designated by the Participant. If any designated date falls
on a weekend or holiday the next business day will become the designated day,
and the funds will be invested in Common Stock on the following Investment Date.
Participants may change or terminate automatic monthly deductions by
submitting a properly completed, signed Automatic Deduction Form to the
Administrator or by providing written instructions to the
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<PAGE> 8
Administrator. To be effective with respect to a particular Investment Date,
however, the Form or written instructions must be received by the Administrator
at least ten (10) business days preceding the ACH withdrawal date for such
Investment Date.
Dividends
Participants may elect (i) full reinvestment of Dividends, (ii) partial
cash payment and partial reinvestment of Dividends, or (iii) full cash payment
of Dividends. Participants may elect to reinvest Dividends on Common Stock held
in their Plan Accounts by designating an election on the Enrollment Form.
Participants who are registered holders of ONEOK Inc. Common or Preferred Stock
may elect to reinvest Dividends on shares that are not held in their Plan
Accounts by designating an election on the Enrollment Form. If no election is
indicated on the Enrollment Form, which has otherwise been properly completed,
all Dividends will be reinvested. Participants who are Beneficial Owners of
ONEOK Inc. Common or Preferred Stock registered in the name of someone other
than the Beneficial Owners (such as a broker or bank) may elect to reinvest
Dividends on their Common or Preferred Stock by making arrangements with the
broker or bank to participate on behalf of the Participant through the
Depository Trust Company Dividend Reinvestment Service. The Administrator will
provide, upon request, Broker Transfer Forms for the Participants' convenience.
Brokers and nominees owning ONEOK Inc. Common or Preferred Stock held at
Depository Trust Company may participate in the Plan through this service.
Once a Participant elects reinvestment, Dividend payments on shares of
ONEOK Inc. Common or Preferred Stock to which the reinvestment relates,
including those held in the Participant's Plan Account, will be reinvested in
additional shares of Common Stock at the Market Price discounted by three
percent (3%). If the Participant has specified partial reinvestment, that
portion of the Dividend payment not being reinvested will be sent to the
Participant by check in the usual manner, or by direct deposit, if the
Participant has elected the direct deposit option. See "Direct Deposit of
Dividends" below.
A Participant may change reinvestment levels at any time by submitting a
new Enrollment Form to the Administrator. If a Participant is investing through
a broker or bank, reinvestment levels may be changed by making arrangements with
the Participant's broker or bank. Brokers and nominees owning ONEOK Inc. Common
or Preferred Stock held at the Depository Trust Company may change their
reinvestment levels through the Depository Trust Company Dividend Reinvestment
Service. To be effective with respect to a particular Common or Preferred Stock
Dividend, any instructions to change must be received by the Administrator on or
before the record date for such Dividend, which is usually about two weeks prior
to the payment of the Dividend. The Corporation has historically paid Dividends
on Common and Preferred Stock the 15th day (or the closest appropriate business
day) of February, May, August, and November. The payment of future Dividends on
Common Stock and the amount of such payments, if any, will depend upon the
Corporation's earnings and such other factors as the Board of Directors deems
relevant.
DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, Participants may elect to have
any Dividends not being reinvested under the Plan paid by electronic-funds
transfer to the Participant's designated bank account. To receive such Dividends
by direct deposit, a Participant must first complete and sign a Direct Deposit
Form and return the form to the Administrator. Direct Deposit Forms are
available upon request from the Administrator.
Direct Deposit Forms will be processed and will become effective as
promptly as practicable after receipt by the Administrator. Participants may
change the designated account for direct deposit or discontinue this service
only by written instruction to the Administrator, which must be received by the
Administrator at least ten (10) days prior to the relevant Dividend Record Date.
7
<PAGE> 9
SOURCE AND PRICE OF SHARES
Source
To fulfill Plan requirements, the Administrator may purchase or sell shares
in the open market and purchase shares from ONEOK Inc. as designated by the
Corporation. Initially, shares will be issued from ONEOK Inc.'s Authorized but
Unissued Common Stock. The Administrator may commingle each Participant's funds
with those of other Participants for the purpose of executing purchases, and may
offset purchases of shares against sales of shares to be made for Participants
under the Plan with respect to the same Investment Date, resulting in a net
purchase or a net sale of shares. (See "Price" below.)
The Administrator will purchase or sell shares as soon as practicable
beginning on the relevant Investment Date and in no event later than thirty (30)
days after the relevant Investment Date except where and to the extent necessary
under any applicable federal securities laws or other government or stock
exchange regulations.
Price
Shares purchased or sold in the open market for a Participant with respect
to a particular Investment Date will be credited to the Participant's account at
the Market Price, which will be the weighted average price per share of all
shares purchased or sold, as appropriate, with respect to that Investment Date.
The Corporation will pay any applicable commissions or fees on purchase of
shares, but Participants will be charged broker fees on sales of shares as
described under "Sale of Shares" on page 10.
The Market Price of shares purchased under the Plan that are sold from the
Corporation's Treasury Stock or issued from the Corporation's Authorized but
Unissued Shares of Common Stock will be calculated by computing the five (5)-day
average of the daily average of the high and low prices of the Common Stock on
the New York Stock Exchange for the five (5) business days prior to the relevant
Investment Date.
The price to the Participant of shares purchased under the Plan with
reinvested Dividends will be the Market Price discounted by three percent (3%).
INDIVIDUAL RETIREMENT ACCOUNT
The Administrator offers an Individual Retirement Account (IRA) that
invests in Common Stock through a Program IRA. After being furnished a copy of
this Prospectus and the Administrator's IRA Agreement and Disclosure Statement,
an individual Plan Participant may open a Program IRA by completing and signing
an IRA Enrollment Form and returning it to the Administrator with an initial
contribution. The minimum Initial Investment for a Program IRA is $250. IRA
Agreement and Disclosure Statements and Enrollment Forms are available upon
request from the Administrator.
The Program IRA referred to above is offered by the Administrator as
Custodian. Other custodians and trustees may offer similar services. The
Administrator has the right to charge reasonable fees for its IRA services. Such
fees are described in the Administrator's IRA Disclosure Statement as in effect
from time to time.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a Participant wishes to transfer the ownership of all or part of his or
her shares held under the Plan to a Plan Account for another person, whether by
gift, private sale, or otherwise, the Participant may effect such transfer by
mailing a properly completed Gift/Transfer Form to the Administrator. Transfers
of less than all of the Participant's shares must be made in whole share
amounts. No Fractional Shares may be transferred unless the Participant's entire
account is transferred. Requests for transfer are subject to the same
requirements that are applicable to the transfer of Common Stock certificates,
including the requirement of a Medallion Signature Guarantee. Gift/Transfer
Forms are available upon request from the Administrator.
Shares so transferred will continue to be held by the Administrator under
the Plan. If the transferee is not already a Participant, an account will be
opened in the name of the transferee and the transferee will
8
<PAGE> 10
automatically be enrolled in the Plan. If the transferee is not already a
registered shareholder or a Plan Participant, the Participant-donor may make a
Dividend reinvestment election for the transferee at the time of the gift. The
transferee may change the reinvestment level after the gift has been made as
described under "Dividends" on page 7.
The transferee will receive a statement, after the next Investment Date on
which a transaction occurs in the transferee's Plan Account, reflecting the
number of shares transferred to and held in the transferee's Plan Account.
CERTIFICATES FOR SHARES
Shares purchased and held under the Plan will be held by the Administrator
in its name or the name of its nominee. The number of shares (including any
Fractional Share) credited to a Participant's Plan Account will be reflected on
the Statement of Account. Participants may obtain stock certificates for all or
part of the whole shares of Common Stock held in their Plan Accounts by
completing the request on the reverse side of their statements or upon detailed,
written request to the Administrator. Partial withdrawal of shares in the form
of a certificate in no way affects Dividend reinvestment unless the Participant
elects to change the level of reinvestment.
Except as described under the caption "Gift/Transfer of Shares Within the
Plan" on page 8, shares of Common Stock held by the Administrator for a
Participant's Plan Account may not be pledged or assigned.
REPORTS TO PARTICIPANTS
After each Investment Date on which a transaction occurs in a Participant's
Plan Account, the Participant will receive a statement reflecting the amount
invested; the amount of Dividends received; the purchase or sale price of
shares; the number of shares purchased, deposited, sold, transferred or
withdrawn; the total shares accumulated; and other information for each
transaction year-to-date. The statement will consolidate information on all
shares held by the Administrator for the Participant and other shares registered
in the Participant's name. Each Participant is responsible for retaining these
statements in order to establish, for tax purposes, the cost basis of shares
purchased under the Plan. Current information will be available from the
Administrator at no charge, but a fee may be charged by the Administrator for
supplying information, if available, relating to previous tax years.
Each Participant will receive all communications sent to the other holders
of shares of ONEOK Inc. Common Stock, the annual report to shareholders, and
notice of the annual meeting with the accompanying proxy materials. In addition,
each Participant will receive an Internal Revenue Service information form for
reporting Dividend income received during the calendar year and for sales of
stock from Plan Accounts, if applicable.
All Participant notices, statements, and reports from the Administrator
will be addressed to the Participant at the latest address on record with the
Administrator. Participants should promptly notify the Administrator in writing
of any change of address.
SHARE SAFEKEEPING
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's share safekeeping service to deposit any Common Stock
certificates in their possession with the Administrator. Shares deposited will
be transferred into the name of the Administrator or its nominee and credited to
the Participant's Plan Account. Thereafter, such shares will be treated in the
same manner as shares purchased through the Plan.
By using the Plan's share safekeeping service, Participants no longer bear
the risks associated with loss, theft, or inadvertent destruction of stock
certificates. Also, because shares deposited with the Administrator are treated
in the same manner as shares purchased through the Plan, they may be transferred
or conveniently sold through the Plan.
9
<PAGE> 11
Participants who wish to deposit Common Stock certificates with the
Administrator should contact the Administrator for instructions. When mailing
stock certificates to the Administrator, the Participant should use registered,
insured mail.
SALE OF SHARES
Participants may instruct the Administrator to sell any number of whole
shares held in their Plan Accounts by giving written instructions to the
Administrator no later than two (2) days before the next Investment Date. The
Administrator will make the sale beginning on the first Investment Date
following receipt of the request. The Administrator may offset purchases of
shares against sales of shares (see "Source and Price of Shares" on page 8).
When more than one partial sale of shares is requested in any calendar year
applicable brokerage fees will be deducted from the proceeds of the sales, and a
check will be mailed to the Participant.
For Participants who have elected to reinvest Dividends: if instructions
for the sale of shares are received on or before the fifth (5th) business day
preceding a Dividend Payment Date, the sale will be processed as described above
and a separate check for the Dividends will be mailed following the payment
date. If instructions for the sale of shares are received after the fifth (5th)
business day preceding a Dividend Payment Date, the sale will be processed after
giving effect to reinvestment of the applicable Dividend.
A request to sell all shares held in a Participant's account will be
treated as a withdrawal from the Plan. Any applicable brokerage fees will be
deducted from the proceeds of the sale of shares, a check will be mailed to the
Participant, and the account will be closed.
CLOSING A PLAN ACCOUNT
A Participant may close a Plan Account at any time by completing the
information on the reverse side of his/her statement or by providing written
instructions to the Administrator.
To avoid potential abuses of the economies offered in connection with sales
of shares through the Plan (e.g., excessive closing and reopening of accounts),
the Corporation will not permit Participants who terminate their accounts to
reenroll in the Plan until twelve (12) months after such termination.
REENROLLMENT IN PLAN
No Optional Investment may be made after participation in the Plan has been
terminated. In order to resume participation, a former Participant must reenroll
in the Plan subject to the twelve (12)-month provision. The Corporation and the
Administrator reserve the right to deny any reenrollment application.
TAX CONSEQUENCES
Because the tax consequences to individual Participants vary, the
Participant should consult a tax advisor for advice regarding income and
expenses attributable to any Plan Account.
It is important to the Participant that a correct tax identification number
is included on the Enrollment Form.
The Corporation believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary may not reflect every situation that could result from
participation in the Plan and, therefore, Participants in the Plan are advised
to consult their tax advisors with respect to the tax consequences (including
federal, state, local, and other tax laws and United States tax withholding
laws) applicable to their particular situations.
In general, the cash Dividends paid by the Corporation are includable in
income even though reinvested under the Plan. Under this general rule, the cost
basis for federal income tax purposes of any shares acquired through the Plan
will be the price at which the shares are credited by the Administrator to the
account of the Participant as described in the section entitled "Source and
Price of Shares." In connection with market purchases, brokerage commissions
paid by the Corporation on a Participant's behalf are to be treated as
distributions subject to income tax in the same manner as Dividends. The amounts
paid for brokerage
10
<PAGE> 12
commissions are includable in the cost bases of shares purchased. The
information sent to Participants and the Internal Revenue Service at year-end,
if so required, will reflect amounts paid on their behalf.
These rules may not be applicable to certain Participants in the Plan, such
as tax-exempt entities (e.g., pension funds and individual retirement accounts)
and foreign shareholders. These particular Participants should consult their tax
advisors concerning the tax consequences applicable to their situations.
In the case of Participants in the Plan whose Dividends are subject to
United States backup withholding, the Administrator will reinvest Dividends less
the amount of tax required to be withheld.
In the case of foreign shareholders whose Dividends are subject to United
States federal tax withholding, the Administrator will reinvest Dividends less
the amount of tax required to be withheld. The filing of any documentation
required to obtain a reduction in United States withholding tax will be the
responsibility of the shareholder.
OTHER INFORMATION
Stock Split, Stock Dividend, or Rights Offering
Any dividends in Common Stock or split shares distributed by the
Corporation on shares held by the Administrator for a Participant's Plan Account
will be added to the Participant's account. Stock Dividends or split shares
distributed on shares registered in a Participant's name and held in
certificated form will be mailed directly to the Participant in the same manner
as to shareholders who are not participating in the Plan.
In the event of a rights offering, the Participant will receive rights
based upon the total number of whole shares owned, that is, the total number of
shares registered in the Participant's name and the total number of whole shares
held in the Participant's Plan Account.
Voting of Plan Shares
Shares held in a Plan Account may be voted in person or by the proxy
received by the Participant prior to any meeting of the shareholders.
Limitation of Liability
Neither the Corporation nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors) will
be liable in administering the Plan for any act done in good faith or for any
good-faith omission to act, including, without limitation, any claim of
liability arising from failure to terminate a Participant's account upon a
Participant's death or with respect to the prices or times at which shares are
purchased or sold for Participants. Participants cannot waive federal securities
law liability.
Change or Termination of the Plan
In its sole discretion, the Corporation may suspend, modify, or terminate
the Plan at any time in whole, in part, or with respect to Participants in one
or more jurisdictions. Notice of such suspension, modification, or termination
will be sent to all Participants. No such event will affect any shares then
credited to a Participant's Plan Account. Upon any whole or partial termination
of the Plan by the Corporation, certificates for whole shares credited to an
affected Participant's Plan Account will be issued and mailed to the Participant
along with a check for any Fractional Share. Fractional Shares will be valued at
the same effective price as whole shares sold for a Participant with respect to
the next relevant Investment Date as described under the caption "Sale of
Shares" on page 10.
Termination of Individual Participation
In their sole discretion, the Corporation and the Administrator reserve the
right to terminate the Plan Account of any Participant after advance written
notice is mailed to the Participant at the address appearing on the
Administrator's records. A Participant whose Plan Account has been closed will
receive a certificate for the whole shares held in the account and a check for
the cash value of any Fractional Share held in the account.
11
<PAGE> 13
USE OF PROCEEDS
The Corporation is unable to predict the number of shares of Common Stock
that will ultimately be sold under the Plan, the prices at which such shares
will be sold, or the number of such shares, if any, that will be sold by the
Corporation from shares held by the Corporation as Treasury Stock, if any, or
from the Corporation's Authorized but Unissued Shares of Common Stock.
Therefore, the Corporation cannot estimate the amount of proceeds to be received
from the sale of such shares. To the extent that shares of Common Stock are sold
from shares held by the Corporation as Treasury Stock or from the Corporation's
Authorized but Unissued Shares of Common Stock, the proceeds of such sales will
be added to the general funds of the Corporation and will be used for working
capital, capital expenditures, and other general corporate purposes.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
ONEOK Inc. Common Stock is listed on the New York Stock Exchange under the
symbol "OKE." The following table sets forth for the periods indicated the high
and low sales prices on the New York Stock Exchange Composite Tape and the
amount of cash Dividends paid per share of Common Stock.
<TABLE>
<CAPTION>
HIGH LOW DIVIDEND
----- ----- --------
<S> <C> <C> <C>
1993
First Quarter.................................................... $18 3/8 $16 1/4 $ .25
Second Quarter................................................... 20 5/8 16 7/8 .27
Third Quarter.................................................... 24 7/8 20 .27
Fourth Quarter................................................... 26 1/4 20 3/8 .27
1994
First Quarter.................................................... $22 5/8 $19 5/8 $ .27
Second Quarter................................................... 20 1/2 17 5/8 .28
Third Quarter.................................................... 18 1/2 15 3/4 .28
Fourth Quarter................................................... 19 3/4 15 3/4 .28
1995
First Quarter.................................................... $18 $15 7/8 $ .28
Second Quarter................................................... 18 3/4 17 .28
Third Quarter.................................................... 19 5/8 17 1/4 .28
Fourth Quarter (through August 3)................................ 23 7/8 18 3/4
</TABLE>
On August 3, 1995, the last reported sales price of ONEOK Inc. Common Stock
on the New York Stock Exchange Composite Tape was $23.875 per share.
The most recent quarterly Dividend of $.28 per share of Common Stock was
declared by the Board of Directors on July 20, 1995, and will be paid on August
15, 1995, to shareholders of record on July 31, 1995. The payment of Dividends
in the future and the amount of such payments, if any, will depend upon the
Corporation's earnings and such other factors as the Board of Directors deem
relevant. Stock prices as shown in the foregoing table shall not be interpreted
as a prediction of future stock prices.
Under the provisions of the Corporation's debt agreements, the
Corporation's total debt capacity is limited, and the amount of retained
earnings available for Dividends is also limited. See Management's Discussion
and Analysis of Financial Conditions and Results of Operation and Note D of the
Notes to Consolidated Financial Statements filed as Exhibit 13 to the 1994 Form
10-K.
12
<PAGE> 14
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Corporation consists of (i) 60,000,000
shares of Common Stock, no par value, and (ii) 340,000 shares of Preferred
Stock, $50 par value, of which 27,020,004 shares of Common Stock and 180,000
shares of Preferred Stock, Series A (4 3/4% Preferred), were issued and
outstanding at July 31, 1995. Also authorized are 3,000,000 shares of Preference
Stock, of which there have been no shares issued. The following summary
description of these securities is qualified in its entirety by reference to the
Third Restated Certificate of Incorporation of the Corporation, which is
included by reference in the Registration Statement of which this Prospectus is
a part.
COMMON STOCK
Holders of ONEOK Inc. Common Stock are entitled to one (1) vote for each
share held of record. Subject to the preferential rights of the holders of the
Corporation's Preferred Stock and Preference Stock, the holders of Common Stock
are entitled to receive any Dividends that may be declared by the Corporation's
Board of Directors from funds legally available therefor and to share pro rata
in the net assets of the Corporation upon liquidation. Holders of Common Stock
have no preemptive rights and no rights to convert their Common Stock into any
other securities of the Corporation. All outstanding shares of Common Stock are
fully paid and are not subject to calls or assessments. Each share of Common
Stock includes an associated preference stock purchase right (the Right) under
the Corporation's Shareholder Rights Plan (the Rights Plan), which entitles the
holder of the Right, under certain circumstances specified in the Rights Plan,
to purchase one one-hundredth (1/100) of a share of Series A Participating
Preference Stock of the Corporation for each Right. Of the Series A Preference
Stock, a total of 200,000 shares have been reserved for this purpose. The
designation of the Rights is incorporated by reference into this Prospectus.
PREFERRED STOCK
Holders of ONEOK Inc. Preferred Stock are entitled to two (2) votes for
each share held of record and to such Dividends, liquidation preferences,
redemption rights, voting rights, conversion and exchange privileges, and other
rights and preferences as the Board of Directors of the Corporation may
determine in each resolution authorizing a series of Preferred Stock. The
Preferred Stock ranks prior to the Common Stock and Preference Stock with
respect to both Dividends and distribution of assets on liquidation,
dissolution, or winding up. At the date hereof, the only shares of Preferred
Stock issued and outstanding are the shares of Series A Preferred, which have a
liquidation value of $50 per share, and the shareholders of record are entitled
to cumulative quarterly Dividends when and as declared by the Corporation's
Board of Directors at an annual rate of $2.375 per share.
PREFERENCE STOCK
Holders of Preference Stock have no voting rights and are entitled to such
Dividends, liquidation preferences, redemption rights, voting rights, conversion
and exchange privileges, and other rights and preferences as the Board of
Directors of the Corporation may determine in each resolution authorizing a
series of Preference Stock. The Preference Stock ranks prior to the Common Stock
with respect to both Dividends and distribution of assets on liquidation,
dissolution, or winding up. There have been no shares of Preference Stock
issued.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide that the purchase of shares of Common Stock may be made
from the Corporation, either newly issued shares or Treasury Shares, or, in the
open market, at the election of the Corporation. Initially, shares of Common
Stock purchased by Participants under the Plan will be issued from Authorized
but Unissued Shares. In accordance with current Securities and Exchange
Commission rulings, the Corporation will not change its determination regarding
the source of purchases of shares under the Plan more than once in any 12-month
period. The primary consideration in determining the source of shares of Common
Stock to be used for purchases under
13
<PAGE> 15
the Plan is expected to be the Corporation's need to increase equity capital. If
the Corporation does not need to raise funds externally or if financing needs
are satisfied using non-equity sources of funds to maintain the Corporation's
targeted capital structure, shares of Common Stock purchased for Participants
under the Plan will be purchased on the open market, subject to the
aforementioned limitation on changing the source of shares of Common Stock.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby has been passed
upon by Messrs. Arrington Kihle Gaberino & Dunn, a Professional Corporation,
Tulsa, Oklahoma.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Corporation as of August 31, 1994, and 1993, and for each of
the years in the three-year period ended August 31, 1994, have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP refers to a
change in method of accounting for certain postemployment and postretirement
benefit obligations.
To the extent KPMG Peat Marwick LLP audits and reports on the consolidated
financial statements of ONEOK Inc. issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
report and said authority.
14
<PAGE> 16
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NO DEALER, SALESPERSON, OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR
TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE CORPORATION
SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Corporation....................... 3
Direct Stock Purchase and Dividend
Reinvestment Plan................... 3
Definitions........................... 3
Use of Proceeds....................... 12
Price Range of Common Stock and
Dividends........................... 12
Description of Capital Stock.......... 13
Legal Opinions........................ 14
Experts............................... 14
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2,000,000 SHARES
ONEOK INC.
COMMON STOCK
DIRECT STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
------------------------
PROSPECTUS
------------------------
----------
(DATE)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All amounts, except SEC registration fee, are estimates.
<TABLE>
<S> <C>
SEC registration fee...................................................... $ 16,336
Transfer agent fees and expenses.......................................... 15,000
Printing and copying expenses............................................. 28,000
Listing fees.............................................................. 16,000
Legal fees and expenses................................................... 25,000
Accounting fees and expenses.............................................. 10,000
Blue Sky fees and expenses................................................ 16,000
Miscellaneous............................................................. 2,000
--------
Total................................................................... $128,336
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article VIII of the bylaws of the Corporation, 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 Corporation 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 Corporation, 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 Corporation, 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 Corporation, no indemnification will be made if such
person shall be adjudged to be liable to the Corporation, unless such
indemnification is allowed by a court of competent jurisdiction.
Under an insurance policy obtained by the Corporation, coverage of
Corporation officers and directors against liability for neglect, errors,
omissions, or breaches of duty in their capacities as such as provided for both
the Corporation, 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 $75,000,000, with a retained limit by the Corporation
of $250,000. The insurance company is obligated to pay any loss in excess of the
$250,000 retained limit and defense costs from the first dollar, up to the
policy limit of $75,000,000. Among the policy exclusions are those which exclude
coverage for accounting for profits made within the meaning of Section 16(b) of
the Securities Exchange 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, 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
II-1
<PAGE> 18
indemnification by it is against public policy as expressed in said Act and will
be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS (EXHIBITS EXCLUDED ARE NOT APPLICABLE.)
<TABLE>
<S> <C>
(4)(a)*** -- Third Restated Certificate of Incorporation of ONEOK Inc.
(4)(b)**** -- By-Laws of ONEOK Inc., as Amended
(4)(c)** -- Rights Agreement between ONEOK Inc. and Chase Manhattan Bank, N.A.,
dated March 21, 1988 (Liberty Bank and Trust Company of Oklahoma
City, N.A., has replaced Chase Manhattan as the Rights agent.)
(5)* -- Opinion and consent of Arrington Kihle Gaberino & Dunn, Inc., a
Professional Corporation
(23)(a)* -- Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
(23)(b)* -- Consent of Arrington Kihle Gaberino & Dunn, Inc., a Professional
Corporation (included in Exhibit 5)
(24)* -- Powers of Attorney (Included on pages II-5 and II-6)
</TABLE>
---------------
* Filed herewith
** Incorporated by reference to Exhibit (1) to Registration Statement on Form
8-A dated March 1988.
*** Incorporated by reference to Exhibit (3)(a) to Annual Report on Form 10-K
dated August 31, 1994.
**** Incorporated by reference to Exhibit (3)(b) to Registration Statement on
Form S-3 No. 33-58555 filed April 12, 1995.
ITEM 17. UNDERTAKINGS
1. 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
2. Insofar as indemnification of 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 otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in said
Act and is therefore unenforceable. In the event that a claim of 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 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.
3. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a posteffective amendment to the Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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; and
II-2
<PAGE> 19
(iii) 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 (1)(i) and (1)(ii) 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 Corporation
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE> 20
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes Lavon Neal 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 such person, in the
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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 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 20th day of July, 1995.
ONEOK Inc.
By: LARRY W. BRUMMETT
---------------------------------
Larry W. Brummett
Chairman of the Board, President,
and Chief Executive Officer
II-4
<PAGE> 21
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Larry W. Brummett, Lavon Neal, or J. D. Neal, or any 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, 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
20th day of July, 1995.
<TABLE>
<S> <C>
LARRY W. BRUMMETT J. D. NEAL
--------------------------------------------- ---------------------------------------------
Larry W. Brummett J. D. Neal
Chairman of the Board, Vice President, Chief
President, Chief Executive Financial Officer, and
Officer, and Director Treasurer (Principal
Financial and Accounting
Officer)
W. M. BELL D. A. NEWSOM
--------------------------------------------- ---------------------------------------------
W. M. Bell D. A. 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 G. R. WILLIAMS
--------------------------------------------- ---------------------------------------------
J. M. Graves G. R. Williams
Director Director
S. J. JATRAS S. L. YOUNG
--------------------------------------------- ---------------------------------------------
S. J. Jatras S. L. Young
Director Director
B. H. MACKIE
---------------------------------------------
B. H. Mackie
Director
</TABLE>
II-5
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------------------ -------------------------------------------------------------------------
<S> <C>
(4)(a)*** -- Third Restated Certificate of Incorporation of ONEOK Inc.
(4)(b)**** -- By-Laws of ONEOK Inc., as Amended
(4)(c)** -- Rights Agreement between ONEOK Inc. and Chase Manhattan Bank, N.A.,
dated March 21, 1988
(5)* -- Opinion and consent of Arrington Kihle Gaberino & Dunn, Inc., a
Professional Corporation
(23)(a)* -- Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
(23)(b)* -- Consent of Arrington Kihle Gaberino & Dunn, a Professional Corporation
(included in Exhibit 5)
(24)* -- Powers of Attorney (Included on pages II-4 and II-5)
</TABLE>
---------------
* Filed herewith
** Incorporated by reference to Exhibit (1) to Registration Statement on Form
8-A dated March 1988.
*** Incorporated by reference to Exhibit (3)(a) to Annual Report on Form 10-K
dated August 31, 1994.
**** Incorporated by reference to Exhibit (3)(b) to Registration Statement on
Form S-3 No. 33-58555 filed April 12, 1995.
<PAGE> 1
EXHIBIT (5)
LAW OFFICES
ARRINGTON KIHLE GABERINO & DUNN
<TABLE>
<S> <C> <C>
JOHN L. ARRINGTON, JR. A PROFESSIONAL CORPORATION OF COUNSEL
BARRY K. BEASLEY 1000 ONEOK PLAZA SIDNEY K. SWINSON
STUART D. CAMPBELL 100 WEST FIFTH STREET
PATRICK W. CIPOLLA TULSA, OKLAHOMA 74103-4219 ------
C. BURNETT DUNN
JOHN A. GABERINO, JR. ------ OKLAHOMA CITY OFFICE
VIVIAN C. HALE 2212 NW 50TH STREET, SUITE 163
LARRY D. HENRY (918) 585-8141 OKLAHOMA CITY, OK 73112-8097
JEAN ANN HUDSON
ROBERT A. HUFFMAN, JR. ------ ------
J. CLARKE KENDALL II
DONALD A. KIHLE TELECOPIER (918) 588-7873 (405) 840-4408
THOMAS J. KIRBY TELECOPIER (405) 843-9090
SUE C. MAYHUE
SHEPPARD F. MIERS, JR.
JULEY M. ROFFERS
JOHN M. SHARP
MICHAEL V. SNYDER
</TABLE>
August 4, 1995
ONEOK Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: Form S-3, Registration Statement Under the Securities Act of 1933,
relating to certain Common Stock of ONEOK Inc.
Gentlemen:
We are retained as regular counsel for ONEOK Inc., a Delaware corporation
(hereinafter called the "Company") which will file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 (including a Prospectus) relating to the registration of
Two Million (2,000,000) shares of the common stock, no par value, of the Company
(the "Common Stock") for sale under the Direct Stock Purchase and Dividend
Reinvestment Plan of ONEOK Inc., as more fully described in the Prospectus.
We have examined (a) the above-mentioned Registration Statement which is
being filed with the Securities and Exchange Commission; (b) the Third Restated
Certificate of Incorporation and the By-laws of the Company; (c) the
above-mentioned Direct Purchase and Dividend Reinvestment Plan of ONEOK Inc.
(the "Plan"); (d) the corporate actions taken by the Board of Directors of the
Company; and (e) such other documents as we have considered relevant to the
matters covered by this opinion.
<PAGE> 2
ONEOK Inc.
August 4, 1995
Page 2
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 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. When the Certificate for the shares of original issue Common Stock
of the Company to be purchased by the administrator of the Plan (the
"Administrator") pursuant to the terms of the Plan, for the participants in
the Plan, are paid for by the Administrator and have been executed by the
proper officers of the Company, countersigned by the Transfer Agent and
registered by the Registrar thereof, then, subject to compliance with the
securities or "Blue Sky" laws of the states in which shares are offered for
sale, the certificates for such shares will represent, and such shares
shall constitute duly authorized, legal issued, full paid, non-assessable,
valid and legal shares of the Common Stock of the Company in the hands of
the owner thereof.
We hereby consent to:
1. Being named in the above-mentioned Form S-3 Registration Statement
and the Prospectus which is being made a part thereof, and in any
amendments thereto, under the caption "Experts," and "Legality," as counsel
for the Company, passing upon legal matters in connection with the Common
Stock and having reviewed the matters of law and legal conclusions under
"Description of Common Stock" 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
Form S-3 Registration Statement.
Very truly yours,
Arrington Kihle Gaberino & Dunn,
P.C.
By /s/ DONALD A. KIHLE
---------------------------------
Donald A. Kihle, President
<PAGE> 1
EXHIBIT (23)(a)
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 "Experts" in the prospectus. Our
report dated October 14, 1994 refers to a change in the method of accounting for
certain postemployment and postretirement benefit obligations.
KPMG PEAT MARWICK LLP
Tulsa, Oklahoma
August 2, 1995
