UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Date of Report) MAY 23, 2006
(Date of earliest event reported) MAY 17, 2006
ONEOK PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
100 WEST FIFTH STREET
TULSA, OKLAHOMA 74103-4298
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 588-7000
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information disclosed under Item 5.03 below under the headings "Second
Amended and Restated Agreement of Limited Partnership of ONEOK Partners, L.P."
and "Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners Intermediate Limited Partnership" is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The information disclosed under Item 5.03 below is incorporated herein by
reference.
As described in Item 5.03 below, the Second Amended and Restated Agreement
of Limited Partnership of ONEOK Partners, L.P. entered into as of May 17, 2006
removes provisions of our previously existing partnership agreement relating to
our partnership policy committee and audit committee and replaces the functions
of those committees with a board of directors and audit committee of our sole
general partner, ONEOK Partners GP, L.L.C., a Delaware limited liability company
("ONEOK Partners GP"). As a result, on May 17, 2006, all of the members of the
partnership policy committee, comprised of David L. Kyle, John W. Gibson and
William R. Cordes, resigned. In addition, as described in Item 5.03 below, since
the duties previously performed by our officers will be performed by officers of
our sole general partner, ONEOK Partners GP, all of our officers resigned on
May 17, 2006, including the following:
David L. Kyle Chairman and Chief Executive Officer
John W. Gibson President and Chief Operating Officer
James C. Kneale Executive Vice President and Chief Financial Officer
John R. Barker Executive Vice President, General Counsel and Secretary
Jerry L. Peters Senior Vice President, Chief Accounting Officer and Treasurer
Concurrently with the resignations described above, on May 17, 2006, the
sole member of our general partner, ONEOK Partners GP, elected a six-member
board of directors, three of whom are independent. The three independent members
will also serve as the audit committee. The independent directors are: Gerald B.
Smith, Chairman, Chief Executive Officer and Co-Founder of Graham and Company
Investment Advisors; Gary N. Petersen, President of Endres Processing LLC; and
Gil J. Van Lunsen, retired Managing Partner of KPMG LLP. The other three
directors are: David L. Kyle, our Chairman and Chief Executive Officer, who is
also the Chairman of the Board, President and Chief Executive Officer of ONEOK,
Inc. ("ONEOK"); John W. Gibson, our President and Chief Operating Officer, who
is also the President - ONEOK Energy Companies of ONEOK; and James C. Kneale,
our Executive Vice President - Finance and Administration and Chief Financial
Officer, who is also the Executive Vice President - Finance and Administration
and Chief Financial Officer of ONEOK.
Concurrently with the elections described above, on May 17, 2006, the
board of directors of ONEOK Partners GP elected officers, including the
following:
David L. Kyle Chairman and Chief Executive Officer
John W. Gibson President and Chief Operating Officer
James C. Kneale Executive Vice President - Finance and Administration and
Chief Financial Officer
John R. Barker Executive Vice President, General Counsel and Secretary
Jerry L. Peters Senior Vice President - Chief Accounting Officer and Treasurer
The biographical information for Mr. Kyle and Mr. Peters are included
under the caption "Directors and Executive Officers of the Registrant" in our
Annual Report on Form 10-K for the year ended December 31, 2005, filed March 7,
2006, which information is incorporated herein by reference.
2
John W. Gibson, age 53. Mr. Gibson is president of ONEOK Energy Companies,
which includes ONEOK's gathering and processing, natural gas liquids, pipelines
and storage and energy services business segments, some of which were acquired
by us on April 6, 2006. He was appointed to that position in 2005. He holds that
position in addition to his appointment as our President and Chief Operating
Officer. Prior to that, he was President, Energy from 2000 to 2005 for ONEOK.
James C. Kneale, age 54. In addition to his appointment as our Executive
Vice President and Chief Financial Officer, Mr. Kneale is the Executive Vice
President - Finance and Administration and Chief Financial Officer for ONEOK. He
was appointed to that position in 2004. From 1999 to 2000 he was Vice President,
Treasurer and Chief Financial Officer and from 2001 to 2004 Senior Vice
President, Treasurer and Chief Financial Officer for ONEOK.
John R. Barker, age 58. In addition to his appointment as our Executive
Vice President, General Counsel and Secretary, Mr. Barker is Senior Vice
President, General Counsel and Assistant Secretary for ONEOK having been
appointed to that position in 2004. From 1994 to 2004, he was a stockholder,
President and Director of Gable & Gotwals, a law firm located in Tulsa,
Oklahoma.
3
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Amendment to Certificate of Limited Partnership of Northern Border
Partners, L.P.
Effective May 17, 2006, we changed our name from Northern Border Partners,
L.P. to ONEOK Partners, L.P. The name change was effected by a Certificate of
Amendment to Certificate of Limited Partnership of Northern Border Partners,
L.P. filed with the Secretary of State of the State of Delaware on May 17, 2006.
The amendment also reflects the new name and address of our sole general
partner, ONEOK Partners GP, formerly known as Northern Plains Natural Gas
Company, LLC. The new address of our principal office and the address of our
sole general partner is 100 West Fifth Street, Tulsa, Oklahoma 74103-4298. Our
former address was 13710 FNB Parkway, Omaha, NE 68154.
The description of the Certificate of Amendment set forth above in this
Item 5.03 is qualified in its entirety by reference to the complete terms of the
Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners, L.P.
Effective May 17, 2006, ONEOK Partners GP, as our sole general partner,
and an authorized officer, as attorney in fact for our limited partners, entered
into a Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners, L.P. (the "MLP Partnership Agreement") to amend and restate our
previously existing partnership agreement. The principal differences of the MLP
Partnership Agreement from our previously existing partnership agreement are as
follows. The MLP Partnership Agreement provides that we will be managed by our
sole general partner, ONEOK Partners GP. The MLP Partnership Agreement removes
provisions relating to our previously existing partnership policy committee and
audit committee and replaces the functions of those committees with a board of
directors and audit committee of our sole general partner, ONEOK Partners GP.
Other changes to our previously existing partnership agreement include: (i)
separating the functions of the audit committee (which will be a standing
committee) and the conflicts committee (which will not be a standing committee),
(ii) expanding our "purpose" clause to encompass the midstream activities that
we currently conduct as well as other activities permitted under applicable law,
(iii) incorporating the amendments to our previously existing partnership
agreement made by Amendment No. 1 to that agreement, which amendments were
described in our current report on Form 8-K filed April 12, 2006, (iv) removing
provisions of the previously existing partnership agreement that were obsolete
and (v) modifying the form of common unit certificate to reflect the new name of
the partnership.
The description of the MLP Partnership Agreement set forth above in this
Item 5.03 is qualified in its entirety by reference to the complete terms of the
MLP Partnership Agreement, a copy of which is filed as Exhibit 3.2 hereto and
incorporated herein by reference. The revised form of common unit certificate is
filed as Exhibit 4.1 hereto.
4
Amendment to Certificate of Limited Partnership of Northern Border
Intermediate Limited Partnership
Effective May 17, 2006, Northern Border Intermediate Limited Partnership,
a Delaware limited partnership (the "ILP"), changed its name from Northern
Border Intermediate Limited Partnership to ONEOK Partners Intermediate Limited
Partnership. The name change was effected by a Certificate of Amendment to
Certificate of Limited Partnership of Northern Border Intermediate Limited
Partnership, filed with the Delaware Secretary of State on May 17, 2006. The
amendment also reflects the new name and address of the ILP's sole general
partner, ONEOK Partners GP. The new address of the principal office of the ILP
and the address of its sole general partner is 100 West Fifth Street, Tulsa,
Oklahoma 74103-4298. The ILP's former address was 13710 FNB Parkway, Omaha, NE
68154.
The description of the Certificate of Amendment of the ILP set forth above
in this Item 5.03 is qualified in its entirety by reference to the complete
terms of the Certificate of Amendment of the ILP, a copy of which is filed as
Exhibit 3.3 hereto and incorporated herein by reference.
Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners Intermediate Limited Partnership
Effective May 17, 2006, ONEOK Partners GP, as the sole general partner of
the ILP, and we, as the sole limited partner of the ILP, entered into a Second
Amended and Restated Agreement of Limited Partnership of ONEOK Partners
Intermediate Limited Partnership (the "ILP Partnership Agreement") to amend and
restate the previously existing partnership agreement of the ILP. The principal
differences of the ILP Partnership Agreement from the previously existing
partnership agreement of the ILP are as follows. The ILP Partnership Agreement
provides that the ILP will be managed by its sole general partner, ONEOK
Partners GP. The ILP Partnership Agreement removes provisions relating to its
previously existing partnership policy committee and audit committee and
replaces the functions of those committees with a board of directors and audit
committee of its sole general partner, ONEOK Partners GP. Other changes to the
ILP's previously existing partnership agreement include reflecting the change in
the name of the partnership from Northern Border Intermediate Limited
Partnership to ONEOK Partners Intermediate Limited Partnership and removing
provisions in the agreement that were obsolete.
The description of the ILP Partnership Agreement set forth above in this
Item 5.03 is qualified in its entirety by reference to the complete terms of the
ILP Partnership Agreement, a copy of which is filed as Exhibit 3.4 hereto and
incorporated herein by reference.
ONEOK Partners GP, the sole general partner of us and the sole general
partner of the ILP, is a wholly owned subsidiary of ONEOK, Inc. ONEOK Partners
GP and its affiliates own a total of approximately 45.7% of our general and
limited partner interests.
ITEM 8.01 OTHER EVENTS.
In connection with the transactions described above in this Form 8-K, our
website has changed to www.oneokpartners.com, where our Governance Guidelines,
Code of Conduct, Accounting and Financial Reporting Code of Ethics, MLP
Partnership Agreement and written charter of the Audit Committee are available.
Additionally, our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of
charge.
5
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------------------------------------------------------------------------------
3.1 Certificate of Amendment to Certificate of Limited Partnership
of Northern Border Partners, L.P., filed with the Delaware
Secretary of State on May 17, 2006.
- --------------------------------------------------------------------------------
3.2 Second Amended and Restated Agreement of Limited Partnership of
ONEOK Partners, L.P. dated May 17, 2006 by ONEOK Partners GP,
L.L.C., as general partner, and an authorized officer, as
attorney in fact for the limited partners.
- --------------------------------------------------------------------------------
3.3 Certificate of Amendment to Certificate of Limited Partnership of
Northern Border Intermediate Limited Partnership, filed with the
Delaware Secretary of State on May 17, 2006.
- --------------------------------------------------------------------------------
3.4 Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners Intermediate Limited Partnership dated May 17, 1006 by and
between ONEOK Partners GP, L.L.C. and ONEOK Partners, L.P.
- --------------------------------------------------------------------------------
4.1 Form of Common Unit certificate.
- --------------------------------------------------------------------------------
</Table>
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONEOK PARTNERS, L.P.
By: ONEOK Partners GP, L.L.C., its general partner
Date: May 23, 2006 By: /s/ John R. Barker
-----------------------------------------
John R. Barker
Executive Vice President, General Counsel
and Secretary
7
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- --------------------------------------------------------------------------------
3.1 Certificate of Amendment to Certificate of Limited Partnership
of Northern Border Partners, L.P., filed with the Delaware
Secretary of State on May 17, 2006.
- --------------------------------------------------------------------------------
3.2 Second Amended and Restated Agreement of Limited Partnership of
ONEOK Partners, L.P. dated May 17, 2006 by ONEOK Partners GP,
L.L.C., as general partner, and an authorized officer, as
attorney in fact for the limited partners.
- --------------------------------------------------------------------------------
3.3 Certificate of Amendment to Certificate of Limited Partnership of
Northern Border Intermediate Limited Partnership, filed with the
Delaware Secretary of State on May 17, 2006.
- --------------------------------------------------------------------------------
3.4 Second Amended and Restated Agreement of Limited Partnership of ONEOK
Partners Intermediate Limited Partnership dated May 17, 1006 by and
between ONEOK Partners GP, L.L.C. and ONEOK Partners, L.P.
- --------------------------------------------------------------------------------
4.1 Form of Common Unit certificate.
- --------------------------------------------------------------------------------
</Table>