1
As filed with the Securities and Exchange Commission on March 13, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ONEOK, INC.
(Exact Name of Registrant as Specified in Its Charter)
OKLAHOMA 4924 73-1520922
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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)
JIM KNEALE
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
ONEOK, INC.
100 WEST FIFTH STREET
TULSA, OKLAHOMA 74103
(918) 588-7000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
JOHN R. BARKER ROBERT A. YOLLES
GABLE & GOTWALS JONES, DAY, REAVIS & POGUE
100 WEST FIFTH STREET, SUITE 1000 77 WEST WACKER DRIVE
TULSA, OKLAHOMA 74103 CHICAGO, ILLINOIS 60601
(918) 585-8141 (312) 782-3939
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
The exchange will occur as soon as practicable after the effective date of this
registration statement.
---------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ---------------
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
---------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
7.75% Notes due 2005, Series B............. $350,000,000 100% $350,000,000 $92,400
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
(1) In accordance with Rule 457(f)(2) under the Securities Act of 1933, the
registration fee is based on the book value, which has been calculated as of
March 9, 2000, of the outstanding 7.75% Notes due 2005 of ONEOK, Inc. to be
canceled in the exchange transaction hereunder.
---------------------
WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE 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 SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT CONSUMMATE THE EXCHANGE OFFER UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE NOTES AND IS NOT SOLICITING AN
OFFER TO BUY THESE NOTES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Subject to completion dated March 13, 2000
PRELIMINARY PROSPECTUS
$350,000,000
[ONEOK]
EXCHANGE OFFER
FOR ALL OUTSTANDING
7.75% NOTES DUE 2005
- --------------------------------------------------------------------------------
The Exchange Offer will expire at 5:00 p.m., New York City
time, on , 2000, unless we extend it.
- --------------------------------------------------------------------------------
TERMS OF THE EXCHANGE OFFER
---------------------
We are offering to exchange registered 7.75% Notes due 2005, Series B, for
all of our old unregistered 7.75% Notes due 2005.
The terms of the new notes will be identical in all material respects to
the terms of the old notes, except that the registration rights and related
liquidated damages provisions and the transfer restrictions applicable to the
old notes will not be applicable to the new notes.
Subject to the satisfaction or waiver of specified conditions, we will
exchange the new notes for all old notes that are validly tendered and not
withdrawn prior to the expiration of the exchange offer.
Chase Bank of Texas, National Association, is serving as the exchange
agent. If you wish to tender your old notes, you must complete, execute and
deliver, among other things, a letter of transmittal to the exchange agent no
later than 5:00 p.m., New York City time, on the expiration date.
You may withdraw tenders of old notes at any time prior to the expiration
of the exchange offer.
Any outstanding notes not validly tendered will remain subject to existing
transfer restrictions.
The exchange of old notes for new notes pursuant to the exchange offer will
not be a taxable event for United States federal income tax purposes. See
"United States Federal Income Tax Considerations."
We will not receive any proceeds from the exchange offer.
The new notes will not be listed on any securities exchange or included in
any automated quotation system.
The new notes will have the same financial terms and covenants as the old
notes, and will be subject to the same business and financial risks.
SEE "RISK FACTORS" ON PAGE 9 OF THIS PROSPECTUS FOR A DISCUSSION OF RISKS
THAT YOU SHOULD CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
---------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
This prospectus is dated , 2000.
3
TABLE OF CONTENTS
PAGE
----
Documents Incorporated by Reference......................... i
Where You Can Find More Information......................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 9
Forward-looking Statements.................................. 10
Use of Proceeds............................................. 11
Capitalization.............................................. 11
Selected Consolidated Financial Data........................ 12
The Exchange Offer.......................................... 14
Description of the New Notes................................ 24
United States Federal Income Tax Considerations............. 33
Plan of Distribution........................................ 36
Legal Matters............................................... 37
Experts..................................................... 37
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" various documents, which means that we can disclose important
information to you by referring you to those documents. The information in the
documents incorporated by reference is considered to be part of this prospectus,
and information in documents that we file later with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
- our annual report on Form 10-K for the year ended August 31, 1999;
- our reports on Form 10-Q for the quarterly period ended November 30, 1999
and the transition period ended December 31, 1999; and
- our current reports on Form 8-K dated October 14, 1999, October 21, 1999,
November 8, 1999, December 15, 1999, January 7, 2000, January 24, 2000,
January 27, 2000, February 1, 2000, February 9, 2000 and February 22,
2000.
We will provide a copy of the documents we incorporate by reference in this
prospectus, at no cost, to any person who receives this prospectus. To obtain
timely delivery, requests for copies should be made no later than ,
2000. This date is five business days before the scheduled expiration of the
offer. To request a copy of any or all of these documents, you should write or
telephone us at the following address and telephone number:
ONEOK, Inc.
100 West Fifth Street
Tulsa, Oklahoma 74103
Attention: Chief Financial Officer
Telephone: (918) 588-7000
i
4
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
documents with the Securities and Exchange Commission under the Exchange Act.
The Exchange Act file number for our filings is 1-13643. Our filings are
available to the public at the Securities and Exchange Commission's website at
http://www.sec.gov. You may also read and copy any document we file at the
following Securities and Exchange Commission public reference rooms:
Judiciary Plaza Citicorp Center 7 World Trade Center
450 Fifth Street, N.W. 500 West Madison Street Suite 1300
Washington, D.C. 20549 Chicago, Illinois 60661 New York, New York 10048
You may obtain information regarding the operation of the Securities and
Exchange Commission's public reference rooms by calling the Securities and
Exchange Commission at 1-800-SEC-0330.
In addition, because our common stock is listed on the New York Stock
Exchange, you may read our reports, proxy statements, and other documents at the
offices of the New York Stock Exchange at 20 Broad Street, New York, New York
10005.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act of 1933, and the rules and
regulations promulgated under the Securities Act, with respect to the new notes
offered for exchange under this prospectus. This prospectus, which constitutes
part of the registration statement, does not contain all of the information set
forth in the registration statement and the attached exhibits and schedules. The
statements contained in this prospectus as to the contents of any contract,
agreement or other document that is filed as an exhibit to the registration
statement are not necessarily complete. Accordingly, each of those statements is
qualified in all respects by reference to the full text of the contract,
agreement or document filed as an exhibit to the registration statement or
otherwise filed with the Securities and Exchange Commission.
---------------------
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.
ii
5
PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere in or
incorporated by reference into this prospectus. Because this is only a summary,
it does not contain all of the information that may be important to you. For a
more complete understanding of this exchange offer, we encourage you to read
this entire prospectus and the documents to which we refer you.
In this prospectus, "ONEOK," "Company," "we," "our," and "us" refer to
ONEOK, Inc. and our subsidiaries.
ONEOK
GENERAL
ONEOK and its subsidiaries engage in several aspects of the energy
business. We purchase, gather, compress, transport and store natural gas for
distribution to consumers. We transport gas for others and lease pipeline
capacity to others for use in transporting gas. We drill for and produce gas and
oil, and extract and sell natural gas liquids. We also engage in the natural gas
marketing business and, to a limited extent, wholesale marketing of electricity.
As a regulated natural gas utility, we distribute natural gas to approximately
1.4 million customers in the states of Oklahoma and Kansas.
RECENT DEVELOPMENTS
ACQUISITION OF ASSETS AND OPERATIONS FROM KINDER MORGAN. On February 8,
2000, we announced that we had entered into an agreement to acquire gathering
and processing assets located in Oklahoma, Kansas and West Texas from Kinder
Morgan, Inc. We will also acquire Kinder Morgan's marketing and trading
operations, as well as some storage and transmission pipelines in the
mid-continent region. The aggregate purchase price is approximately $114 million
subject to an adjustment for working capital estimated to be approximately $120
million. We will also assume liabilities related to an operating lease for a
processing plant for which the Company anticipates it will establish a liability
for uneconomic lease obligation terms and some firm capacity lease obligations
to third parties for which the Company anticipates it will establish a liability
for out-of-market terms of those obligations. The assets and operations to be
acquired include over 12,000 miles of gas gathering and transmission pipeline
systems, six gas processing plants with capacity of 1.3 billion cubic feet per
day and 10.5 billion cubic feet of natural gas storage capacity. This
transaction is expected to close by the end of the first quarter of calendar
2000.
ACQUISITION OF ASSETS FROM DYNEGY. On February 1, 2000, we announced that
we had entered into an agreement to acquire eight gas processing plants,
interests in two other gas processing plants and approximately 7,000 miles of
gas gathering and transmission pipeline systems in Oklahoma, Kansas and Texas
from Dynegy Inc. The aggregate purchase price is approximately $308 million. The
current throughput of the assets to be acquired is approximately 240 million
cubic feet per day with an approximate capacity of 375 million cubic feet per
day. Production of natural gas liquids from the assets to be acquired averages
25,000 barrels per day. This transaction is expected to close by the end of the
first quarter of calendar 2000.
SOUTHWEST GAS TRANSACTION. In April 1999, we announced an agreement to
acquire Southwest Gas Corporation by merger for cash consideration of
approximately $917 million, plus the assumption of approximately $900 million of
related indebtedness. On January 18, 2000, we were notified by Southwest Gas
that it believed we had breached the merger agreement. Southwest Gas demanded
that the alleged breach be cured. On January 20, 2000, our board of directors
voted to terminate the merger agreement. On January 21, 2000, we advised
Southwest Gas that we did not believe we were in breach of the merger agreement
and that we had exercised our right to terminate the merger agreement. On the
same date, we filed a complaint in the U.S. District Court in Tulsa, Oklahoma
seeking a declaratory judgment that we had properly terminated the merger
agreement. On January 24, 2000, in response to our termination of the merger
agreement, Southwest Gas filed a complaint against ONEOK and Southern Union
Company in the
1
6
U.S. District Court in Phoenix, Arizona. Southern Union, which had attempted to
acquire Southwest Gas, is a party or intervenor in various actions and
previously pending regulatory proceedings relating to our previously proposed
merger with Southwest Gas. These actions and proceedings are described in detail
in the documents incorporated by reference in this prospectus, as are two
shareholder derivative class actions also related to the previously proposed
merger that were filed in the District Court of Tulsa County, Oklahoma on
February 3, 2000 against our board of directors. See "Documents Incorporated by
Reference."
We have denied any liability or breach with regard to the merger agreement
and the various actions and proceedings referred to above and in the documents
incorporated by reference in this prospectus. Nevertheless, we expect that these
actions and proceedings will continue for the foreseeable future. These actions
and proceedings are at a preliminary stage and, thus, it is not possible to
predict their outcome. If the complainants in any of the actions or proceedings
were to be successful in their claims against us and if substantial damages were
to be awarded, our financial condition, cash flow and results of operations
could be materially adversely affected. We intend to continue to vigorously
defend these claims.
SUMMARY OF THE TERMS OF THE EXCHANGE OFFER
Old Notes.................. On March 1, 2000, we sold in a private transaction
the old notes, which consist of $350,000,000
aggregate principal amount of our 7.75% Notes due
2005, to Banc of America Securities LLC, Banc One
Capital Markets, Inc., First Union Securities,
Inc., J.P. Morgan Securities Inc., PaineWebber
Incorporated and Salomon Smith Barney Inc. The
initial purchasers then sold the old notes to
institutional investors. Simultaneously with the
initial sale of the old notes, we entered into a
registration rights agreement with the initial
purchasers under which we agreed, among other
things, to deliver this prospectus to you and to
complete an exchange offer for the old notes. See
"Exchange Offer -- Purpose of the Exchange Offer."
The Exchange Offer; New
Notes...................... We are offering to exchange up to $350,000,000
aggregate principal amount of our 7.75% Notes due
2005, Series B, that have been registered under the
Securities Act for a like aggregate principal
amount of the old notes. The terms of the new notes
are identical in all material respects to the terms
of the old notes, except that the registration
rights and related liquidated damages provisions
and the transfer restrictions applicable to the old
notes are not applicable to the new notes.
Old notes may be tendered only in $1,000
increments. Subject to the satisfaction or waiver
of specified conditions, we will exchange the new
notes for all old notes that are validly tendered
and not withdrawn prior to the expiration of the
exchange offer. We will cause the exchange to be
effected promptly after the expiration of the
exchange offer.
Upon completion of the exchange offer, there may be
no market for the old notes, and if you failed to
exchange the old notes, you may have difficulty
selling them.
Resales of the New Notes... Based on interpretations by the staff of the
Securities and Exchange Commission, we believe that
the new notes issued in the exchange offer may be
offered for resale, resold or otherwise transferred
by you,
2
7
without compliance with the registration and
prospectus delivery requirements of the Securities
Act, if you:
- acquire the new notes in the ordinary course of
your business;
- are not engaging in and do not intend to engage
in a distribution of the new notes;
- do not have an arrangement or understanding with
any person to participate in a distribution of
the new notes;
- are not an affiliate of us within the meaning of
Rule 405 under the Securities Act; and
- are not a broker-dealer that acquired the old
notes directly from us.
If any of these conditions is not satisfied and you
transfer any new notes without delivering a proper
prospectus or without qualifying for a registration
exemption, you may incur liability under the
Securities Act.
In addition, if you are a broker-dealer seeking to
receive new notes for your own account in exchange
for old notes that you acquired as a result of
market-making or other trading activities, you must
acknowledge that you will deliver this prospectus
in connection with any offer to resell, resale or
other transfer of the new notes that you receive in
the exchange offer. See "Plan of Distribution."
Expiration Date............ The exchange offer will expire at 5:00 p.m., New
York City time, on , 2000, unless we
extend it.
Withdrawal................. You may withdraw the tender of your old notes at
any time prior to the expiration of the exchange
offer. We will return to you any of your old notes
that are not accepted for exchange for any reason,
without expense to you, promptly after the
rejection of the tender or the expiration or
termination of the exchange offer.
Consequences of Failing to
Exchange Your Old Notes.... The exchange offer satisfies our obligations and
your rights under the registration rights
agreement. After the exchange offer is completed,
you will not be entitled to any registration rights
with respect to your old notes.
Therefore, if you do not exchange your old notes,
you will not be able to reoffer, resell or
otherwise dispose of your old notes unless:
- you comply with the registration and prospectus
delivery requirements of the Securities Act; or
- you qualify for an exemption from those
Securities Act requirements.
Interest on the New Notes
and the Old Notes.......... The new notes will bear interest at the annual rate
of 7.75% from March 1, 2000. Interest will be
payable semi-annually on each March 1 and September
1, commencing September 1, 2000. No interest will
be paid on the old notes following their acceptance
for exchange. See "Description of the New Notes."
3
8
Conditions to the Exchange
Offer...................... The exchange offer is subject to various
conditions. We reserve the right to terminate or
amend the exchange offer at any time before the
expiration date if various specified events occur.
The exchange offer is not conditioned upon any
minimum principal amount of outstanding old notes
being tendered. See "The Exchange
Offer -- Conditions to the Exchange Offer."
Exchange Agent............. Chase Bank of Texas, National Association, is
serving as exchange agent for the exchange offer.
All executed letters of transmittal should be
directed to the exchange agent at the following
address:
By Mail: 1201 Main Street, 18th Floor, Dallas,
Texas 75202, Attn.: Frank Ivins, Personal &
Confidential
By Hand or Overnight Courier: 1201 Main Street,
18th Floor, Dallas, Texas 75202, Attn.: Frank
Ivins, Personal & Confidential
Questions and requests for assistance should be
directed to the exchange agent at (214) 672-5687.
Procedures for Tendering
Old Notes.................. If you wish to tender your old notes, you must
cause the following to be transmitted to and
received by the exchange agent no later than 5:00
p.m., New York City time, on the expiration date:
- a confirmation of a book-entry transfer of the
tendered old notes into the exchange agent's
account at DTC;
- a properly completed and duly executed letter of
transmittal in the form accompanying this
prospectus (with any required signature
guarantees) or, at the option of the tendering
holder in the case of a book-entry tender, an
agent's message in lieu of the letter of
transmittal; and
- any other documents required by the letter of
transmittal.
The New Notes are referred to as the "Exchange
Notes" in the letter of transmittal.
Guaranteed Delivery
Procedures................. If you wish to tender your old notes and you cannot
complete procedures for book-entry transfer or
cause the old notes or any other required documents
to be transmitted to and received by the exchange
agent before 5:00 p.m., New York City time, on the
expiration date, you may tender your old notes
according to the guaranteed delivery procedures
described in this prospectus under the heading "The
Exchange Offer -- Guaranteed Delivery Procedures."
Special Procedures for
Beneficial Owners.......... If you are the beneficial owner of old notes that
are registered in the name of your broker, dealer,
commercial bank, trust company or other nominee,
and you wish to participate in the exchange offer,
you should promptly contact the person in whose
name your outstanding old notes are registered and
instruct that person to tender your old notes on
your behalf. See "The Exchange Offer -- Procedures
for Tendering."
4
9
Representations of
Tendering Holders.......... By tendering old notes pursuant to the exchange
offer, you will, in addition to other customary
representations, represent to us that you:
- are not an affiliate of us;
- are not a broker-dealer tendering old notes
acquired directly from us;
- are acquiring the new notes in the ordinary
course of business;
- are not engaging in and do not intend to engage
in a distribution of the new notes;
- have no arrangement or understanding with any
person to participate in the distribution of the
new notes; and
- acknowledge that if you are deemed to have
participated in the exchange offer for the
purpose of distributing the new notes, you will
comply with the registration and prospectus
delivery requirements of the Securities Act.
Acceptance of Old Notes and
Delivery of New Notes...... Subject to the satisfaction or waiver of the
conditions to the exchange offer, we will accept
for exchange any and all old notes that are
properly tendered and not withdrawn prior to 5:00
p.m., New York City time, on the expiration date.
We will cause the exchange to be effected promptly
after the expiration of the exchange offer.
United States Federal
Income Tax
Considerations............. The exchange of old notes for new notes pursuant to
the exchange offer generally will not be a taxable
event for United States federal income tax
purposes. See "United States Federal Income Tax
Considerations."
Appraisal or Dissenters'
Rights..................... You will have no appraisal or dissenters' rights in
connection with the exchange offer.
Use of Proceeds............ We will not receive any proceeds from the issuance
of new notes pursuant to the exchange offer. We
will pay expenses incident to the exchange offer to
the extent indicated in the registration rights
agreement.
SUMMARY OF THE TERMS OF THE NEW NOTES
The terms of the new notes will be identical in all material respects to
the terms of the old notes, except that the registration rights and related
liquidated damages provisions and the transfer restrictions applicable to the
old notes are not applicable to the new notes. The new notes will evidence the
same debt as the old notes. The new notes and the old notes will be governed by
the same indenture. For more complete information about the new notes, see the
"Description of the New Notes" section of this prospectus.
Issuer..................... ONEOK, Inc.
Aggregate Amount........... $350 million principal amount of 7.75% Notes due
2005, Series B.
Maturity................... The new notes will mature on March 1, 2005.
Interest Rate.............. The new notes will bear interest at the annual rate
of 7.75%.
5
10
Interest Payment Dates..... We will pay interest on the new notes semi-annually
on March 1 and September 1, beginning September 1,
2000.
Optional Redemption........ We may redeem all or part of the new notes at our
option, on at least 30 days' notice, at the
redemption prices determined as described under
"Description of the New Notes -- Optional
Redemption," plus any accrued and unpaid interest
to the date fixed for redemption.
Ranking.................... The new notes will be general unsecured obligations
of ours. The new notes will rank equal in right of
payment with all of our other unsubordinated
indebtedness and senior in right of payment to all
of our future subordinated indebtedness. The new
notes will not be guaranteed by any of our
subsidiaries.
Certain Covenants.......... The indenture governing the new notes contains
covenants that, among other things, restrict our
ability to:
- incur certain liens; and
- engage in sale and leaseback transactions.
See "Description of the New Notes -- Certain
Covenants."
Events of Default.......... The indenture describes the circumstances that
constitute events of default with respect to the
new notes. See "Description of the New
Notes -- Events of Default."
Use of Proceeds............ We will not receive any proceeds from the exchange
offer. For a description of the use of proceeds
from the offering of the old notes, see "Use of
Proceeds."
Form of the New Notes...... The new notes will be represented by one or more
permanent global securities in registered form
deposited with Chase Bank of Texas, National
Association, as custodian, for the benefit of DTC.
You will not receive notes in registered form
unless one of the events set forth under the
heading "Description of the New
Notes -- Book-Entry, Only Issuance -- The
Depository Trust Company" occurs. Instead,
beneficial interests in the new notes will be shown
on, and transfers of these interests will be
effected only through, records maintained in
book-entry form by DTC with respect to its
participants.
Absence of a Public Market
for the New Notes.......... There has been no public market for the old notes,
and no active public market for the new notes is
currently anticipated. We do not intend to apply
for a listing of the new notes on any securities
exchange or inclusion in any automated quotation
system. We cannot make any assurances regarding the
liquidity of the market for the new notes, the
ability of holders to sell their new notes or the
price at which holders may sell their new notes.
See "Plan of Distribution."
Trustee.................... Chase Bank of Texas, National Association, is
serving as the trustee under the indenture.
HOW TO CONTACT US
ONEOK is the successor to a company founded in 1906 as Oklahoma Natural Gas
Company and is incorporated in the state of Oklahoma. Our principal executive
offices are located at 100 West Fifth Street, Tulsa, Oklahoma 74103. Our
telephone number is (918) 588-7000. Our website address is http://www.oneok.com.
The information in our website is not incorporated by reference in this
prospectus.
6
11
SUMMARY CONSOLIDATED FINANCIAL DATA
We derived the following summary consolidated statements of operations data
and consolidated balance sheet data from both our audited and unaudited
consolidated financial statements and related notes. The data do not include the
effect of the proposed Kinder Morgan or Dynegy asset acquisitions. Our unaudited
consolidated statements of operations data for the four months ended December
31, 1999 and 1998 and consolidated balance sheet data as of December 31, 1999
include all adjustments, consisting only of normal recurring adjustments, that
management considers necessary for a fair presentation of the information shown.
In October 1999, we decided to change our fiscal year-end to December 31 from
August 31. The results of operations for the four months ended December 31, 1999
are not necessarily indicative of the results of operations for any future
period.
You should read the summary consolidated financial data presented below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," our audited and unaudited consolidated financial
statements and related notes and other financial information contained in our
Annual Report on Form 10-K for the year ended August 31, 1999 and our Report on
Form 10-Q for the transition period ended December 31, 1999, which we
incorporate by reference in this prospectus. See "Documents Incorporated By
Reference."
FOUR MONTHS ENDED
YEAR ENDED AUGUST 31, DECEMBER 31,
------------------------------ -----------------
1999 1998 1997 1999 1998
-------- -------- -------- ------- -------
(DOLLARS IN MILLIONS)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Operating revenues............................ $1,842.8 $1,820.8 $1,161.9 $808.9 $580.7
Cost of gas................................... 1,156.0 1,220.0 725.9 523.5 368.8
-------- -------- -------- ------ ------
Net revenues................................ 686.8 600.8 436.0 285.4 211.9
-------- -------- -------- ------ ------
Operating expenses:
Operations and maintenance.................. 297.8 277.1 210.9 141.4 89.6
Depreciation, depletion and amortization.... 129.7 101.6 74.5 43.2 41.7
General taxes............................... 39.7 33.2 22.5 14.8 12.5
-------- -------- -------- ------ ------
Total operating expenses............ 467.2 411.9 307.9 199.4 143.8
-------- -------- -------- ------ ------
Operating income.................... 219.6 188.9 128.1 86.0 68.1
-------- -------- -------- ------ ------
Other income.................................. 6.6 14.6 -- -- 5.0
Interest...................................... 52.8 35.1 34.0 27.9 15.6
Income taxes.................................. 67.1 66.6 34.8 22.7 22.7
-------- -------- -------- ------ ------
Net income.................................... 106.3 101.8 59.3 35.4 34.8
Preferred stock dividends..................... 37.2 27.0 0.3 12.4 12.4
-------- -------- -------- ------ ------
Income available for common stock... $ 69.1 $ 74.8 $ 59.0 $ 23.0 $ 22.4
======== ======== ======== ====== ======
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(1)......... 4.06x 5.50x 3.51x 2.94x 4.48x
======== ======== ======== ====== ======
Ratio of earnings to combined fixed charges
and preferred stock dividends
requirements(2)............................. 1.93x 2.52x 3.48x 1.74x 2.00x
======== ======== ======== ====== ======
DECEMBER 31, 1999
------------------------
ACTUAL AS ADJUSTED(3)
------- --------------
CONSOLIDATED BALANCE SHEET DATA (AT PERIOD END):
Working capital (deficit)................................... $(193.0) $ 154.0
Total assets................................................ 3,239.6 3,242.0
Long-term debt, less current maturities..................... 775.1 1,124.5
Total shareholders' equity.................................. 1,151.5 1,151.5
- ---------------
(Footnotes on Next Page)
7
12
(1) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consists of net income plus fixed charges and income taxes, less
undistributed income from equity investees. "Fixed charges" consists of
interest charges, the amortization of debt discounts and issue costs and the
representative interest portion of operating leases.
(2) For purposes of computing the ratio of earnings to combined fixed charges
and preferred dividend requirements, "earnings" consists of net income plus
fixed charges and income taxes, less undistributed income from equity
investees. "Fixed charges" consists of interest charges, the amortization of
debt discounts and issue costs and the representative interest portion of
operating leases. "Preferred dividend requirements" consists of the pre-tax
preferred dividend requirement.
(3) Reflects our unaudited balance sheet data as of December 31, 1999 on an as
adjusted basis to give effect to the issuance of the old notes and the
application of the net proceeds therefrom as if that issuance had occurred
on December 31, 1999. The as adjusted data will not be materially affected
by the consummation of the exchange offer.
8
13
RISK FACTORS
The new notes, like the old notes, entail risk. In deciding whether to
participate in the exchange offer, you should consider the risks associated with
the nature of our business and the risk factors relating to the exchange offer
in addition to the other information contained in this prospectus. You should
carefully consider the following factors before making a decision to exchange
your old notes for new notes. The risk factors described below are not
necessarily exhaustive, and we encourage you to perform your own investigation
with respect to the new notes and our company.
IF YOU FAIL TO EXCHANGE YOUR OLD NOTES, YOU MAY BE UNABLE TO SELL THEM.
Because we did not register the old notes under the Securities Act or any
state securities laws, nor do we intend to after the exchange offer, the old
notes may only be transferred in limited circumstances under the securities
laws. If the holders of the old notes do not exchange their notes in the
exchange offer, they lose their right to have their old notes registered under
the Securities Act, subject to certain limitations. A holder of old notes after
the exchange offer may be unable to sell its old notes.
THERE IS NO PUBLIC MARKET FOR THE NEW NOTES, SO YOU MAY BE UNABLE TO SELL THEM.
The new notes are new securities for which there is currently no market.
Consequently, the new notes will be relatively illiquid, and you may be unable
to sell them. We do not intend to apply for listing of the new notes on any
securities exchange or for the inclusion of the new notes in any automated
quotation system. Accordingly, we cannot assure you that a liquid market for the
new notes will develop.
YOU MUST TENDER THE OLD NOTES IN ACCORDANCE WITH PROPER PROCEDURES IN ORDER TO
ENSURE THE EXCHANGE WILL OCCUR.
The exchange of the old notes for the new notes can only occur if the
proper procedures, as detailed in this prospectus, are followed. The new notes
will be issued in exchange for the old notes only after timely receipt by the
exchange agent of the old notes or a book-entry confirmation, a properly
completed and executed letter of transmittal (or an agent's message in lieu
thereof) and all other required documentation. If you want to tender your old
notes in exchange for new notes, you should allow sufficient time to ensure
timely delivery. The exchange agent is not and we are not under any duty to give
you notification of defects or irregularities with respect to your tender of old
notes for exchange. Old notes that are not tendered will continue to be subject
to the existing transfer restrictions. In addition, if you are an affiliate of
ours or you tender the old notes in the exchange offer in order to participate
in a distribution of the new notes, you will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. For additional information, please refer
to the sections entitled "The Exchange Offer" and "Plan of Distribution" later
in this prospectus.
IF A MARKET DEVELOPS FOR THE NEW NOTES, THE NOTES MIGHT TRADE AT PRICES HIGHER
OR LOWER THAN THE INITIAL OFFERING PRICE OF THE NEW NOTES.
If a market develops for the new notes, they might trade at prices higher
or lower than their initial offering price. The trading price would depend on
many factors, such as prevailing interest rates, the market for similar
securities, general economic conditions and our financial condition, performance
and prospects.
9
14
FORWARD-LOOKING STATEMENTS
Some of the statements contained and incorporated in this prospectus are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The forward-looking statements relate to
anticipated financial performance, management's plans and objectives for future
operations, business prospects, outcome of regulatory proceedings, market
conditions and other matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements in various
circumstances. The following discussion is intended to identify important
factors that could cause future outcomes to differ materially from those set
forth in the forward-looking statements.
Forward-looking statements include the items identified in the preceding
paragraph, the information concerning possible or assumed future results of
operations and other statements contained or incorporated in this prospectus
identified by words such as "anticipate," "estimate," "expect," "intend,"
"believe," "projection" or "goal."
You should not place undue reliance on the forward-looking statements. They
are based on known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the
forward-looking statements. Those factors may affect our operations, markets,
products, services and prices. In addition to any assumptions and other factors
referred to specifically in connection with the forward-looking statements,
factors that could cause our actual results to differ materially from those
contemplated in any forward-looking statement include, among others, the
following:
- the effects of weather and other natural phenomena on sales and prices;
- increased competition from other energy suppliers as well as alternative
forms of energy;
- the capital intensive nature of our business;
- further deregulation, or "unbundling," of the natural gas business;
- competitive changes in the natural gas gathering, transportation and
storage business resulting from deregulation, or "unbundling;"
- the profitability of assets or businesses acquired by us;
- risks of hedging and marketing activities as a result of changes in
energy prices;
- economic climate and growth in the geographic areas in which we do
business;
- the uncertainty of gas and oil reserve estimates;
- the timing and extent of changes in commodity prices for natural gas,
electricity, crude oil and liquified petroleum gas;
- the effects of changes in governmental policies and regulatory actions,
including income taxes, environmental compliance and authorized rates;
- the results of litigation relating to our previously proposed acquisition
of Southwest Gas Corporation or to the termination of our merger
agreement with Southwest Gas; and
- the other factors listed in the reports we have filed and may file with
the Securities and Exchange Commission, which are incorporated by
reference.
Other factors and assumptions not identified above were also involved in
the making of the forward-looking statements. The failure of those assumptions
to be realized, as well as other factors, may also cause actual results to
differ materially from those projected. We have no obligation and make no
undertaking to update publicly or revise any forward-looking statements.
10
15
USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under the
registration rights agreement that we entered into in connection with the
private offering of the old notes. We will not receive any cash proceeds from
the issuance of the new notes. The old notes that are surrendered in exchange
for the new notes will be retired and canceled and cannot be reissued. As a
result, the issuance of the new notes will not result in any increase or
decrease in our indebtedness. We have agreed to bear the expenses of the
exchange offer to the extent indicated in the registration rights agreement. No
underwriter is being used in connection with the exchange offer.
The net proceeds from the issuance and sale of the old notes was
approximately $347.0 million, after deduction of initial purchasers' discounts
and offering expenses paid or payable by us. We used those net proceeds to
refinance short-term borrowings. The weighted average annual interest rate of
this short-term indebtedness was 5.71% as of January 31, 2000. We expect to
incur additional short-term indebtedness to fund the acquisitions of the
operations and assets from Kinder Morgan and Dynegy that are described above
under "Prospectus Summary -- Recent Developments."
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1999
and our capitalization, as adjusted to reflect the issuance of the old notes.
The following data will not be affected by any exchange of old notes for new
notes and is qualified in its entirety by reference to, and should be read
together with, the detailed information and financial statements appearing in
the documents incorporated in this prospectus.
AS OF DECEMBER 31, 1999
-----------------------------------
ACTUAL AS ADJUSTED
---------------- ----------------
(DOLLARS IN MILLIONS)
Notes..................................................... $ -- --% $ 349.4 15.4%
Other long-term debt (excluding current portion).......... 775.1 40.2 775.1 34.0
Convertible preferred stock............................... 564.4 29.3 564.4 24.8
Common shareholders' equity............................... 587.1 30.5 587.1 25.8
-------- ----- -------- -----
Total capitalization............................ $1,926.6 100.0% $2,276.0 100.0%
======== ===== ======== =====
Short-term notes payable (including current portion of
long-term debt)......................................... $ 484.0 $ 137.0
======== ========
11
16
SELECTED CONSOLIDATED FINANCIAL DATA
We derived the consolidated statements of operations data for each of the
years in the three-year period ended August 31, 1999 from our consolidated
financial statements, which have been audited by KPMG LLP, our independent
auditors. The consolidated financial statements as of August 31, 1999 and 1998
and for each of the years in the three-year period ended August 31, 1999, and
the report thereon, are incorporated by reference herein. The data do not
include the effect of the proposed Kinder Morgan or Dynegy asset acquisitions.
In October 1999, we decided to change our fiscal year-end from August 31 to
December 31. We derived the consolidated statements of operations data and
consolidated balance sheet data as of and for the four months ended December 31,
1999 and 1998 from our unaudited consolidated financial statements, which
include all adjustments, consisting only of normal recurring adjustments, that
management considers necessary for a fair presentation of the information shown.
The results of operations for the four months ended December 31, 1999 are not
necessarily indicative of the results of operations for any future period.
You should read the selected consolidated financial data presented below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," our consolidated financial statements and related
notes and other financial information contained in our Annual Report on Form
10-K for the year ended August 31, 1999 and our Report on Form 10-Q for the
transition period ended December 31, 1999, which we incorporate by reference in
this prospectus. See "Documents Incorporated By Reference."
FOUR MONTHS ENDED
YEAR ENDED AUGUST 31, DECEMBER 31,
------------------------------ -----------------
1999 1998 1997 1999 1998
-------- -------- -------- ------- -------
(DOLLARS IN MILLIONS)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Operating revenues............................ $1,842.8 $1,820.8 $1,161.9 $808.9 $580.7
Cost of gas................................... 1,156.0 1,220.0 725.9 523.5 368.8
-------- -------- -------- ------ ------
Net revenues................................ 686.8 600.8 436.0 285.4 211.9
-------- -------- -------- ------ ------
Operating expenses:
Operations and maintenance.................. 297.8 277.1 210.9 141.4 89.6
Depreciation, depletion and amortization.... 129.7 101.6 74.5 43.2 41.7
General taxes............................... 39.7 33.2 22.5 14.8 12.5
-------- -------- -------- ------ ------
Total operating expenses............ 467.2 411.9 307.9 199.4 143.8
-------- -------- -------- ------ ------
Operating income.................... 219.6 188.9 128.1 86.0 68.1
-------- -------- -------- ------ ------
Other income.................................. 6.6 14.6 -- -- 5.0
Interest...................................... 52.8 35.1 34.0 27.9 15.6
Income taxes.................................. 67.1 66.6 34.8 22.7 22.7
-------- -------- -------- ------ ------
Net income.................................... 106.3 101.8 59.3 35.4 34.8
Preferred stock dividends..................... 37.2 27.0 0.3 12.4 12.4
-------- -------- -------- ------ ------
Income available for common stock... $ 69.1 $ 74.8 $ 59.0 $ 23.0 $ 22.4
======== ======== ======== ====== ======
OTHER FINANCIAL DATA:
Ratio of earnings to fixed charges(1)......... 4.06x 5.50x 3.51x 2.94x 4.48x
======== ======== ======== ====== ======
Ratio of earnings to combined fixed charges
and preferred stock dividends
requirements(2)............................. 1.93x 2.52x 3.48x 1.74x 2.00x
======== ======== ======== ====== ======
DECEMBER 31, 1999
-------------------------
ACTUAL AS ADJUSTED(3)
-------- --------------
CONSOLIDATED BALANCE SHEET DATA (AT PERIOD END):
Working capital (deficit)................................... $ (193.0) $ 154.0
Total assets................................................ 3,239.6 3,242.0
Long-term debt, less current maturities..................... 775.1 1,124.5
Total shareholders' equity.................................. 1,151.5 1,151.5
- ---------------
(Footnotes on Next Page)
12
17
(1) For purposes of computing the ratio of earnings to fixed charges, "earnings"
consists of net income plus fixed charges and income taxes, less
undistributed income from equity investees. "Fixed charges" consists of
interest charges, the amortization of debt discounts and issue costs and the
representative interest portion of operating leases.
(2) For purposes of computing the ratio of earnings to combined fixed charges
and preferred dividend requirements, "earnings" consists of net income plus
fixed charges and income taxes, less undistributed income from equity
investees. "Fixed charges" consists of interest charges, the amortization of
debt discounts and issue costs and the representative interest portion of
operating leases. "Preferred dividend requirements" consists of the pre-tax
preferred dividend requirement.
(3) Reflects our unaudited balance sheet data as of December 31, 1999 on an as
adjusted basis to give effect to the issuance of the old notes and the
application of the net proceeds therefrom as if that issuance had occurred
on December 31, 1999. The as adjusted data will not be materially affected
by the consummation of the exchange offer.
13
18
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
We initially sold the old notes in a private offering on March 1, 2000 to
Banc of America Securities LLC, Banc One Capital Markets, Inc., First Union
Securities, Inc., J.P. Morgan Securities Inc., PaineWebber Incorporated and
Salomon Smith Barney Inc. pursuant to a purchase agreement dated February 24,
2000 between us and them. These initial purchasers of the old notes resold them
to qualified institutional buyers in reliance on, and subject to the
restrictions imposed under, Rule 144A under the Securities Act. As of the date
of this prospectus, $350 million aggregate principal amount of old notes are
outstanding.
In connection with the private offering of the old notes, we entered into a
registration rights agreement dated March 1, 2000 with the initial purchasers
under which we agreed, among other things, to:
(1) file with the Securities and Exchange Commission on or before June
29, 2000 an exchange offer registration statement under the Securities Act
relating to an exchange offer for the old notes;
(2) use our reasonable best efforts to cause the exchange offer
registration statement to be declared effective under the Securities Act on
or before September 27, 2000;
(3) upon the effectiveness of the registration statement, commence the
exchange offer and offer the holders of the old notes the opportunity to
exchange their old notes for a like principal amount of new notes and to
keep the exchange offer open for not less than 20 business days (or longer
if required by applicable law) after the date on which notice of the
exchange offer is mailed to the holders of the old notes; and
(4) use our reasonable best efforts to complete the exchange offer and
issue the new notes on or prior to the date that is 35 days immediately
following the date that the exchange offer registration statement shall
have been declared effective by the Securities and Exchange Commission.
We are making this exchange offer to satisfy our obligations and your
registration rights under the registration rights agreement. If any of the
events described under (1), (2) or (4) above do not occur within the time period
required, we must pay you, as a holder of outstanding old notes, additional
interest at an annual rate of 0.5% for the first 90-day period immediately
following the failure. The additional annual interest rate will be further
increased by an additional 0.5% after the end of that 90-day period until all
registration defaults have been cured, up to a maximum additional annual
interest rate of 1%. Upon filing of the exchange offer registration statement
after June 29, 2000, the declaration of the effectiveness of the exchange offer
registration statement after September 27, 2000, or the consummation of the
exchange offer after the date that is 35 days immediately following the date
that the exchange offer registration statement is declared effective by the
Securities and Exchange Commission, as applicable, any increase in the interest
rate described in this paragraph will cease to be effective.
EFFECT OF THE EXCHANGE OFFER
Based on several no-action letters issued by the staff of the Securities
and Exchange Commission to third parties in unrelated transactions, we believe
that you may offer for resale, resell or otherwise transfer any new notes issued
to you in the exchange offer without further registration under the Securities
Act or delivery of a prospectus if you:
- are acquiring the new notes in the ordinary course of your business;
- are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in a
distribution of the new notes;
- are not an affiliate of ours as defined in Rule 405 under the Securities
Act; and
- are not a broker-dealer who acquired old notes from us.
14
19
If you do not satisfy these criteria:
- you will not be able to rely on the interpretations of the staff of the
Securities and Exchange Commission in connection with any offer for
resale, resale or other transfer of new notes; and
- you must comply with the registration and prospectus delivery
requirements of the Securities Act, or have an exemption available to
you, in connection with any offer for resale, resale or other transfer of
the new notes.
Each broker-dealer that receives new notes for its own account in exchange
for old notes it acquired as a result of market-making or other trading
activities, may be a statutory underwriter and must acknowledge that it will
deliver a prospectus in connection with any resale of its new notes. This will
not be an admission by the broker-dealer that it is an underwriter within the
meaning of the Securities Act. See "Plan of Distribution."
SHELF REGISTRATION STATEMENT
If (1) we reasonably determine that changes in law or the applicable
interpretations of the staff of the Securities and Exchange Commission do not
permit us to effect the exchange offer; (2) the exchange offer is not
consummated on or before November 1, 2000; or (3) we receive a request from any
initial purchaser with respect to any old notes held by it indicating that the
initial purchaser is not permitted pursuant to applicable law or applicable
interpretations of the staff of the Securities and Exchange Commission to
participate in the exchange offer and thereby receive new notes, we have agreed
that we will promptly notify the holders of the old notes and will, at our cost:
- cause to be filed with the Securities and Exchange Commission a shelf
registration statement relating to a shelf registration of the old notes
covering resales of the old notes;
- use our reasonable best efforts to cause the shelf registration statement
to be declared effective under the Securities Act as soon as practicable;
and
- use our reasonable best efforts to keep effective the shelf registration
statement until March 1, 2002 or until all old notes eligible to be sold
thereunder have been so sold or cease to be outstanding.
We will provide to each relevant holder of the old notes copies of the
prospectus that is a part of the shelf registration statement, notify each
holder when the shelf registration statement has become effective and take
various other actions as are required to permit unrestricted resales of the
relevant old notes. A holder of old notes that sells its old notes pursuant to
the shelf registration statement generally will be required to be named as a
selling security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to some of the civil liability provisions under the
Securities Act in connection with those sales and will be bound by the
provisions of the registration rights agreement that are applicable to that
holder, including some indemnification and contribution obligations. In
addition, a holder of old notes will be required to deliver information to be
used in connection with the shelf registration statement in order to have that
holder's notes included in the shelf registration statement.
If the shelf registration statement is not declared effective (or shall
thereafter cease to be effective, subject to various exceptions, prior to the
earlier of March 1, 2002 and the date on which all transfer restricted old notes
have been sold thereunder) on or prior to the later of November 1, 2000 and the
60th calendar day after the publication of the change in law or interpretation,
we must pay you as a holder of outstanding old notes, additional interest at an
annual rate of 0.5% for the first 90-day period immediately following that
registration default. The additional annual interest rate will be further
increased by an additional 0.5% after the end of that period until all
registration defaults have been cured, up to a maximum additional annual
interest rate of 1%. Upon the effectiveness of the shelf registration statement
after November 1, 2000 or the 60th calendar day after the publication of the
change in law or interpretation, as applicable, any increase in the interest
rate will cease to be effective.
15
20
The foregoing is a summary description of the material provisions of the
registration rights agreement. Because it is a summary, it does not include all
of the information that is included in the registration rights agreement. We
encourage you to read the entire text of the registration rights agreement
carefully because it, and not this description, defines your rights as a holder
of the old notes. The registration rights agreement is included as an exhibit to
this registration statement. You may request a copy of the registration rights
agreement at our address set forth under "Documents Incorporated by Reference."
TERMS OF THE EXCHANGE OFFER
We will accept all old notes validly tendered and not withdrawn prior to
5:00 p.m., New York City time, on the expiration date of the exchange offer. You
should read "-- Expiration Date; Extensions; Amendments" below for an
explanation of how the expiration date may be amended.
We will issue and deliver $1,000 principal amount of new notes in exchange
for each $1,000 principal amount of outstanding old notes accepted in the
exchange offer. Holders may exchange some or all of their old notes in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
By tendering old notes in exchange for new notes and by signing the letter
of transmittal (or delivering an agent's message in lieu thereof), you will be
representing that, among other things:
- you are not our affiliate (as defined in Rule 405 under the Securities
Act);
- you are not a broker-dealer who acquired old notes directly from us;
- any new notes to be received by you will be acquired in the ordinary
course of your business;
- you are not engaging in and do not intend to engage in a distribution of
the new notes;
- you have no arrangement or understanding with any person to participate
in the distribution of the new notes; and
- you acknowledge that if you are deemed to have participated in the
exchange offer for the purpose of distributing the new notes, you will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
The terms of the new notes are identical in all material respects to the
terms of the old notes, except that the registration rights and related
liquidated damages provisions and the transfer restrictions applicable to the
old notes are not applicable to the new notes. The new notes will evidence the
same debt as the old notes and will be entitled to the benefits of the indenture
governing the old notes.
In connection with the exchange offer, holders of the old notes do not have
any appraisal or dissenters' rights under law or the indenture governing the old
notes.
We are sending this prospectus and the letter of transmittal to all
registered holders of old notes as of the close of business on ,
2000.
We are not conditioning the exchange offer upon the tender of any minimum
amount of old notes.
We have provided for customary conditions, which we may waive in our
discretion. See "-- Conditions of the Exchange Offer."
We may accept tendered old notes by giving oral or written notice to the
exchange agent. The exchange agent will act as your agent for the purpose of
receiving the new notes from us and delivering them to you.
You will be required to pay brokerage commissions or fees and transfer
taxes with respect to the exchange of old notes. We will pay charges and
expenses in connection with the exchange offer to the extent indicated in the
registration rights agreement.
16
21
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The exchange offer will expire at 5:00 p.m., New York City time, on
, 2000, unless we, in our sole discretion, extend it. We may
extend the exchange offer at any time and from time to time by giving oral
(promptly confirmed in writing) or written notice to the exchange agent and by
making a public announcement of the extension before 9:00 a.m., New York City
time, on the next business day after the previously scheduled expiration date.
We may also accept all properly tendered old notes as of the expiration date and
extend the expiration date in respect of the remaining outstanding old notes. We
may, in our sole discretion,
- amend the terms of the exchange offer in any manner;
- delay acceptance of, or refuse to accept, any old notes not previously
accepted;
- extend the exchange offer; or
- terminate the exchange offer.
We will give prompt notice of any amendment to the registered holders of
the old notes. If we materially amend the exchange offer, we will promptly
disclose the amendment in a manner reasonably calculated to inform you of the
amendment and we will extend the exchange offer to the extent required by law.
PROCEDURES FOR TENDERING
Only a holder of old notes may tender them in the exchange offer. For
purposes of the exchange offer, the term "holder" or "registered holder"
includes any participant in DTC whose name appears on a security position
listing as a holder of old notes.
To tender in the exchange offer, you must cause the following to be
transmitted to and received by the exchange agent no later than 5:00 p.m., New
York City time, on the expiration date:
- a confirmation of the book-entry transfer of the tendered old notes into
the exchange agent's account at DTC;
- a properly completed and duly executed letter of transmittal in the form
accompanying this prospectus (with any required signature guarantees) or,
at the option of the tendering holder in the case of a book-entry tender,
an agent's message in lieu of that letter of transmittal; and
- any other documents required by the letter of transmittal.
If you wish to tender your old notes and your old notes are not available,
you cannot complete the procedures for book-entry transfer or you cannot cause
the old notes or any other required documents to be transmitted to and received
by the exchange agent before 5:00 p.m., New York City time, on the expiration
date, you may tender your old notes according to the guaranteed delivery
procedures described in this section under the heading "-- Guaranteed Delivery
Procedures."
Any beneficial owner of old notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee who wishes to
participate in the exchange offer should promptly contact the person through
which it beneficially owns its old notes and instruct that person to tender old
notes on behalf of the beneficial owner. See "Instructions to Registered Holder
and/or Book-Entry Transfer Facility Participant From Owner" included with the
letter of transmittal. If the beneficial owner wishes to tender on his or her
own behalf, the owner must, prior to completing and executing the letter of
transmittal and delivering the beneficial owner's old notes, either make
appropriate arrangements to register ownership of the old notes in the owner's
name or obtain a properly completed bond power from the registered holder. The
transfer of registered ownership may take considerable time.
The tender by a holder of old notes will constitute an agreement between
the holder and us in accordance with the terms and subject to the conditions
specified in this prospectus and in the letter of
17
22
transmittal. If a holder tenders less than all the old notes held, the holder
should fill in the amount of old notes being tendered in the appropriate box on
the letter of transmittal. The exchange agent will deem the entire amount of old
notes delivered to it to have been tendered unless the holder has indicated
otherwise.
The method of delivery of the letter of transmittal or agent's message and
all other required documents to the exchange agent is at your election and risk.
Instead of delivery by mail, we recommend that you use an overnight or hand
delivery service. In all cases, you should allow sufficient time to ensure
delivery to the exchange agent prior to the expiration date. Do not send your
letter of transmittal or other required documents to us.
SIGNATURE REQUIREMENTS AND SIGNATURE GUARANTEE
You must arrange for an "eligible institution" to guarantee your signature
on the letter of transmittal or a notice of withdrawal, unless the old notes are
tendered:
- by a registered holder of its old notes; or
- for the account of an eligible guarantor institution.
The following are "eligible institutions":
- a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.;
- a commercial bank or trust company having an office or correspondent in
the United States; or
- an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act.
If a letter of transmittal is signed by a person other than the registered
holder of any old notes listed in the letter of transmittal, the old notes must
be endorsed or accompanied by a properly completed bond power and signed by the
registered holder as the registered holder's name appears on the old notes.
If trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, sign or endorse any required documents, they should so indicate when
signing and must submit evidence satisfactory to us of their authority to so act
with the letter of transmittal.
BOOK-ENTRY TRANSFER
The exchange agent will make a request promptly after the date of this
prospectus to establish an account with respect to the old notes in The
Depository Trust Company's book-entry system. Subject to the establishment of
the account, any financial institution that is a participant in DTC's system may
make book-entry delivery of old notes by causing DTC to transfer them into the
exchange agent's account with respect to the old notes. However, the exchange
agent will only exchange the old notes so tendered after a timely confirmation
of their book-entry transfer into the exchange agent's account, and timely
receipt of an agent's message and any other documents required by the letter of
transmittal.
The term "agent's message" means a message, transmitted by DTC to, and
received by, the exchange agent and forming part of the confirmation of a
book-entry transfer, which states that:
- DTC has received an express acknowledgment from a participant tendering
old notes stating that the participant agrees to participate in the
automated tender option program;
- the participant has received the letter of transmittal and agrees to be
bound by its terms; and
- we may enforce that agreement against the participant.
Although you may effect delivery of old notes through book-entry transfer
into the exchange agent's account at DTC, unless the exchange agent receives an
agent's message in compliance with the automated
18
23
tender option program, you must provide the exchange agent a completed and
executed letter of transmittal with any required signature guarantee (or an
agent's message in lieu thereof) and all other required documents prior to the
expiration date. If you comply with the guaranteed delivery procedures described
below, you must provide the letter of transmittal (or an agent's message in lieu
thereof) to the exchange agent within the time period provided under those
procedures. Delivery of documents to DTC does not constitute delivery to the
exchange agent.
GUARANTEED DELIVERY PROCEDURES
If you wish to tender your old notes and your old notes are not immediately
available, you cannot deliver your old notes, the letter of transmittal or any
other required documents to the exchange agent prior to the expiration date or
you cannot complete the procedure for book-entry transfer on a timely basis, you
may instead effect a tender if:
- you make the tender through an eligible guarantor institution;
- prior to the expiration date, the exchange agent receives from that
eligible guarantor institution a properly completed and duly executed
notice of guaranteed delivery (by facsimile transmittal, mail or hand
delivery) specifying the name and address of the holder and the principal
amount of your old notes tendered, stating that the tender is being made
thereby, and guaranteeing that, within three New York Stock Exchange
trading days after the expiration date, the old notes being tendered, a
properly completed and duly executed letter of transmittal or a
confirmation of a book-entry transfer into the exchange agent's account
at DTC and an agent's message and any other documents required by the
letter of transmittal, will be deposited by the eligible guarantor
institution with the exchange agent; and
- the exchange agent receives your old notes being tendered and letter of
transmittal, properly completed and duly executed, with any required
signature guarantees, or confirmation of a book-entry transfer into its
account at DTC and an agent's message and all other documents required by
the letter of transmittal within three New York Stock Exchange trading
days after the expiration date.
WITHDRAWAL OF TENDERS
Except as otherwise provided in this prospectus, you may withdraw tendered
old notes at any time before 5:00 p.m., New York City time, on the expiration
date. To do so, you must provide the exchange agent with a written or facsimile
transmission notice of withdrawal before 5:00 p.m., New York City time, on the
expiration date.
Any notice of withdrawal must:
- specify the name of the person having deposited who desires to withdraw;
- identify the old notes to be withdrawn, including the certificate numbers
and principal amount of the old notes and the name and number of the
account at DTC to be credited; and
- be signed by you in the same manner as the original signature on your
letter of transmittal (including any required signature guarantee) or be
accompanied by documents of transfer sufficient to permit the trustee to
register the transfer of the withdrawn old notes into your name or any
other name in which old notes are to be registered, if so specified.
We will determine all questions as to the validity, form and eligibility,
including time of receipt, of all withdrawal notices. Our determination will be
final and binding on all parties. We will not deem any old notes withdrawn to be
validly tendered for purposes of the exchange offer and will not issue new notes
for them unless the holder of old notes withdrawn validly retenders them. You
may retender withdrawn old notes by following one of the procedures described
above under "-- Procedures for Tendering" at any time prior to the expiration
date.
19
24
DETERMINATION OF VALIDITY
We will determine all questions as to the validity, form, eligibility,
including time of receipt, acceptance and withdrawal of the tendered old notes
in our sole discretion. Our determination will be final and binding. We may
reject any and all old notes which are not properly tendered or any old notes of
which our acceptance would, in our opinion or the opinion of our counsel, be
unlawful. We also may waive any irregularities or conditions of tender as to
particular old notes. Our interpretation of the terms and conditions of the
exchange offer, including the instructions in the letter of transmittal, will be
final and binding on all parties. Unless waived, you must cure any defects or
irregularities in connection with tenders of old notes within a time period
determined by us.
Although we intend to notify tendering holders of defects or irregularities
with respect to tenders of old notes, neither we nor anyone else has any duty to
do so. Neither we nor the exchange agent shall incur any liability for failure
to give that notification. Your old notes will not be deemed tendered until you
have cured or we have waived any irregularities. As soon as practicable
following the expiration date, the exchange agent will return any old notes that
we reject due to improper tender or otherwise unless you cured all defects or
irregularities or we waive them.
We reserve the right in our sole discretion:
- to purchase or make offers for any old notes that remain outstanding
subsequent to the expiration date;
- to terminate the exchange offer, as set forth in "-- Conditions of the
Exchange Offer"; and
- to the extent permitted by applicable law, to purchase old notes in the
open market, in privately negotiated transactions or otherwise.
The terms of any of those purchases or offers may differ from the terms of
the exchange offer.
CONDITIONS OF THE EXCHANGE OFFER
We will not be required to accept for exchange, or to issue new notes for,
any old notes, and we may terminate or amend the exchange offer before the
acceptance of old notes if, in our judgment, any of the following conditions has
occurred or exists or has not been satisfied:
- any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer
that, in our reasonable judgment, might materially impair our ability to
proceed with the exchange offer or materially impair the contemplated
benefits of the exchange offer to us, or any material adverse development
has occurred in any existing action or proceeding with respect to us or
any of our subsidiaries;
- any change, or any development involving a prospective change, in our
business or financial affairs or of any of our subsidiaries has occurred
that, in our reasonable judgment, might materially impair our ability to
proceed with the exchange offer or materially impair the contemplated
benefits of the exchange offer to us;
- there shall have been proposed, adopted or enacted any law, statute, rule
or regulation (or an amendment to any existing law, statute, rule or
regulation) that, in our sole judgment, might materially impair our
ability to proceed with the exchange offer or have a material adverse
effect on the contemplated benefits of the exchange offer to us;
- there shall occur a change in the current interpretation by the staff of
the Securities and Exchange Commission that permits the new notes issued
pursuant to the exchange offer in exchange for the old notes to be
offered for resale, resold and otherwise transferred by holders thereof
without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that: (1) those new notes are
acquired in the ordinary course of the holders' business; (2) the holders
are not engaging in and do not intend to engage in a distribution of the
new notes and have
20
25
no arrangement or understanding with any person to participate in the
distribution of those new notes; (3) the holders are not our affiliates
within the meaning of Rule 405 under the Securities Act; and (4) the
holders are not broker-dealers that acquired the old notes directly from
us.
- there has occurred:
(1) any general suspension of, shortening of hours for, or limitation on
prices for, trading in securities on any national securities
exchange or in the over-the-counter market (whether or not
mandatory);
(2) any limitation by any governmental agency or authority that may
adversely affect our ability to complete the transactions
contemplated by the exchange offer;
(3) a declaration of a banking moratorium or any suspension of payments
in respect of banks by federal or state authorities in the United
States, whether or not mandatory;
(4) a commencement of a war, armed hostilities or other international or
national crisis directly or indirectly involving the United States;
(5) any limitation, whether or not mandatory, by any governmental
authority on, or other event having a reasonable likelihood of
affecting, the extension of credit by banks or other lending
institutions in the United States; or
(6) in the case of any of the foregoing existing at the time of the
commencement of the exchange offer, a material acceleration or
worsening thereof.
The conditions listed above are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to any of these conditions. We
may waive these conditions in our reasonable discretion in whole or in part at
any time and from time to time. The failure by us at any time to exercise any of
the above rights shall not be deemed a waiver of that right and that right shall
be deemed an ongoing right that may be asserted at any time and from time to
time. If we determine in our reasonable discretion that any of the conditions
are not satisfied, we may:
- refuse to accept any old notes and return any old notes that have been
tendered to the tendering holders;
- extend the exchange offer and retain all old notes tendered prior to the
expiration date of the exchange offer, subject to the rights of the
holders of the tendered old notes to withdraw those old notes; or
- waive the termination event with respect to the exchange offer and accept
the properly tendered old notes that have not been withdrawn.
If we determine that a waiver constitutes a material change in the exchange
offer, we will promptly disclose the change in a manner reasonably calculated to
inform the holders of the change and we will extend the exchange offer to the
extent required by law.
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, as soon as practicable after the expiration date, all old notes
that have been validly tendered and not withdrawn, and will issue the applicable
new notes in exchange for those old notes promptly after our acceptance of those
old notes. For purposes of the exchange offer, we will be deemed to have
accepted validly tendered old notes for exchange when, as and if we have given
written and oral notice of acceptance to the exchange agent.
For each old note accepted for exchange, the holder of the old note will
receive a new note having a principal amount equal to that of the surrendered
old note. The new notes will bear interest from March 1, 2000. Accordingly,
registered holders of new notes on the relevant record date for the first
interest
21
26
payment date following the completion of the exchange offer will receive
interest accruing from March 1, 2000. Old notes accepted for exchange will cease
to accrue interest from and after the date on which they are accepted for
exchange. Holders whose old notes are accepted for exchange will not receive any
payment for accrued interest on the old notes otherwise payable on any interest
payment date and will be deemed to have waived their rights to receive the
accrued interest on the old notes.
If any tendered old notes are not accepted for any reason or if old notes
are submitted for a greater principal amount than the holder desires to
exchange, those unaccepted or non-exchanged old notes will be returned without
expense to the tendering holder of the old notes or, if the old notes were
tendered by book-entry transfer, the non-exchanged old notes will be credited to
an account maintained with the book-entry transfer facility. In either case, the
return of old notes will be effected promptly after the expiration or
termination of the exchange offer.
EXCHANGE AGENT
We have appointed Chase Bank of Texas, National Association, as the
exchange agent for the exchange offer. Chase Bank of Texas, National
Association, also acts as trustee under the indenture. You should send all
executed letters of transmittal to the exchange agent and direct all
communications with the exchange agent, including requests for assistance or for
additional copies of this prospectus or of the letter of transmittal as follows:
Delivery to: Chase Bank of Texas, National Association, Exchange Agent
By Mail: By Hand or Overnight Courier:
1201 Main Street 1201 Main Street
18th Floor 18th Floor
Dallas, Texas 75202 Dallas, Texas 75202
Attn: Frank Ivins, Personal & Confidential Attn: Frank Ivins, Personal & Confidential
By Facsimile for (Eligible Institutions): (214) 672-5746
Facsimile Confirmation Only: (214) 672-5687
For Information: (214) 672-5687
If you deliver the letter of transmittal to an address other than as set
forth above or transmit instructions by facsimile other than as set forth above,
that delivery or those instructions will not be effective.
FEES AND EXPENSES
We will bear expenses of the exchange offer to the extent indicated in the
registration rights agreement. We are making the principal solicitation pursuant
to the exchange offer by mail. Our officers and employees and our affiliates may
also make solicitations in person, by telegraph, telephone or facsimile
transmission.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We, however, will pay the exchange
agent reasonable and customary fees for its services and will reimburse its
reasonable out-of-pocket costs and expenses and will indemnify the exchange
agent for all losses and claims incurred by it as a result of the exchange
offer. We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of this prospectus, letters of transmittal and related documents to the
beneficial owners of the old notes and in handling or forwarding tenders for
exchange.
22
27
TRANSFER TAXES
We will not pay any transfer taxes applicable to the exchange of old notes
pursuant to the exchange offer.
In addition to transfer taxes imposed with respect to the exchange of old
notes pursuant to the exchange offer, the tendering holder will pay transfer
taxes, if:
- new notes for principal amounts not tendered, or accepted for exchange
are to be registered or issued in the name of any person other than the
registered holder of the old notes tendered; or
- tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal.
If you do not submit satisfactory evidence of payment of taxes for which
you are liable or exemption from them with your letter of transmittal, we will
bill you for the amount of these transfer taxes directly.
ACCOUNTING TREATMENT
We will record the new notes at the same carrying value as the old notes,
which is the principal amount as reflected in our accounting records on the date
of the exchange. Accordingly, we will not recognize any gain or loss for
accounting purposes. We will capitalize the expenses of the exchange offer for
accounting purposes. We will classify these expenses as debt issuance costs and
include them in other assets on our balance sheet. We will amortize these
expenses on a straight line basis over the life of the new notes.
CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES
Holders of old notes who do not exchange their old notes for new notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of those old notes. The old notes were originally issued in a
transaction exempt from registration under the Securities Act, and may be
offered, sold, pledged, or otherwise transferred only:
- in the United States to a person whom the seller reasonably believes is a
qualified institutional buyer, as defined in Rule 144A under the
Securities Act;
- outside the United States in an offshore transaction in accordance with
Rule 904 under the Securities Act;
- pursuant to an exemption from registration under the Securities Act
provided by Rule 144, if available; or
- pursuant to an effective registration statement under the Securities Act.
The offer, sale, pledge or other transfer of old notes must also be made in
accordance with any applicable securities laws of any state of the United
States, and the seller must notify any purchaser of the old notes of the
restrictions on transfer described above. We do not currently anticipate that we
will register the old notes under the Securities Act.
APPRAISAL OR DISSENTERS' RIGHTS
Holders of the old notes will not have appraisal or dissenters' rights in
connection with the exchange offer.
23
28
DESCRIPTION OF THE NEW NOTES
GENERAL
The new notes will be issued under the indenture dated as of September 24,
1998, as amended and supplemented, between ONEOK and Chase Bank of Texas,
National Association, as trustee. Whenever particular defined terms of the
indenture are referred to, those defined terms are incorporated herein by
reference.
The new notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and integral multiples thereof. The new
notes will be represented by permanent global notes registered in the name of
The Depository Trust Company or its nominee. Payment of principal and interest
will be made in immediately available funds to the registered holder, which will
be DTC or its nominee.
The new notes will mature on March 1, 2005. We will have the right to issue
additional debt securities, including additional new notes, under the indenture
at any time, without limit. The new notes will bear interest at the annual rate
of 7.75% from March 1, 2000, payable on each March 1 and September 1, commencing
September 1, 2000, to the person in whose name the new note is registered at the
close of business on February 15 or August 15 (whether or not a business day),
as the case may be. The new notes will be our unsecured and unsubordinated
obligations.
OPTIONAL REDEMPTION
We have the right to redeem all or any portion of the new notes at any time
at a redemption price equal to the greater of (1) 100% of principal amount or
(2) as determined by a Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the new notes to be
redeemed that are payable after the date of redemption, discounted to that date
of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, accrued
but unpaid interest to the date of redemption.
We must give notice of redemption to the registered holders of the new
notes to be redeemed at least 30 days but not more than 60 days before the
proposed date of redemption. Interest will not accrue on the new notes or
portions thereof called for redemption on and after the date of redemption
unless we fail to pay the redemption price.
"Adjusted Treasury Rate" means, with respect to any date of redemption, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that date of redemption, plus 0.20%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the new notes to be redeemed that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the new notes.
"Comparable Treasury Price" means, with respect to any date of redemption,
(1) the average of the Reference Treasury Dealer Quotations for the date of
redemption, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if we obtain fewer than three such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
us and certified to the trustee by us.
"Reference Treasury Dealer" means (1) each of Banc of America Securities
LLC, Banc One Capital Markets, Inc., First Union Securities, Inc., J.P. Morgan
Securities Inc., PaineWebber Incorporated and Salomon Smith Barney Inc. and
their respective successors; provided, however, that if any of the foregoing
ceases to be a primary U.S. Government Securities dealer in New York City (a
"Primary Treasury
24
29
Dealer"), we will substitute therefor another Primary Treasury Dealer and
certify the same to the trustee; and (2) any other Primary Treasury Dealer
selected by us and certified to the trustee.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date of redemption of the new notes, the
average, as determined by us and certified to the trustee by us, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to us by that Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding that date of redemption.
BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as the initial securities depositary for the new notes. The
new notes will be issued only as fully registered securities registered in the
name of Cede & Co., DTC's nominee. One or more fully registered global note
certificates will be issued, representing in the aggregate the total principal
amount of new notes, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants deposit with DTC. DTC also facilitates
the settlement among its participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in its participant's accounts, thereby eliminating the need
for physical movement of securities certificates. DTC's direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly as an
indirect participant. The rules applicable to DTC and its participants are on
file with the Securities and Exchange Commission.
Purchases of new notes within the DTC system must be made by or through
direct participants, which will receive a credit for the new notes on DTC's
records. The ownership interest of each actual purchaser of new notes (the
purchaser, or the person to whom that purchaser conveys his or her ownership
interest, a "beneficial owner") is in turn to be recorded on the direct and
indirect participants' records. Beneficial owners will not receive written
confirmation from DTC of their purchases, but beneficial owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the direct or indirect participants
through which the beneficial owners purchased new notes. Transfers of ownership
interests in the new notes are to be accomplished by entries made on the books
of participants acting on behalf of beneficial owners. Beneficial owners will
not receive certificates representing their ownership interests in new notes,
except if use of the book-entry system for the new notes is discontinued or we
determine that beneficial owners may exchange their ownership interests for
certificates or there shall have occurred an event of default under the
indenture.
DTC has no knowledge of the actual beneficial owners of the new notes.
DTC's records reflect only the identity of the direct participants to whose
accounts the new notes are credited, which may or may not be the beneficial
owners. The participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
25
30
We will send redemption notices to DTC. If less than all of the new notes
are being redeemed, DTC will reduce the amount of the interest of each direct
participant in the new notes in accordance with its procedures.
Although voting with respect to the new notes is limited, in those cases
where a vote is required, neither DTC nor Cede & Co. will itself consent or vote
with respect to the new notes. Under its usual procedures, DTC would mail an
omnibus proxy to us as soon as possible after the record date. The omnibus proxy
assigns Cede & Co.'s consenting or voting rights to those direct participants to
whose accounts the new notes are credited on the record date (identified in a
listing attached to the omnibus proxy).
Payments on the new notes will be made to DTC. DTC's practice is to credit
direct participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on that payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of the
participant and not of DTC or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment to DTC is our
responsibility, disbursements of those payments to direct participants is the
responsibility of DTC and disbursements of those payments to the beneficial
owners is the responsibility of direct and indirect participants.
Except as provided herein, a beneficial owner of an interest in a global
note will not be entitled to receive physical delivery of new notes.
Accordingly, each beneficial owner must rely on the procedures of DTC to
exercise any rights under the new notes. The laws of some jurisdictions may
require that purchasers of securities take physical delivery of securities in
definitive form. Those laws may impair the ability to transfer beneficial
interests in a global note.
DTC may discontinue providing its services as security depositary with
respect to the new notes at any time by giving us reasonable notice. Under those
circumstances, in the event that a successor securities depositary is not
obtained, certificates representing the new notes will be printed and delivered
to the holders of record. Additionally, we may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor depositary) with
respect to the new notes. In that event, certificates for the new notes will be
printed and delivered to the holders of record.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof. We have no responsibility for the
performance by DTC or its participants of their respective obligations as
described herein or under the rules and procedures governing their respective
operations.
RESTRICTIVE COVENANTS
We have agreed to two principal restrictions on our activities for the
benefit of holders of the new notes. We have used in this summary description
capitalized terms that we have defined below under "-- Glossary." In this
description of the covenants only, all references to "us" or "we" mean ONEOK and
our principal subsidiaries, unless the context clearly indicates otherwise. Our
principal subsidiaries are those that own or lease a Principal Property.
Other than the restrictions on Liens and Sale/Leaseback transactions
described below, the indenture and the new notes do not contain any covenants or
other provisions designed to protect holders of the new notes in the event we
participate in a highly leveraged transaction. The indenture and the new notes
also do not contain provisions that give holders of the new notes the right to
require us to repurchase their securities in the event of change-in-control,
recapitalization or similar restructuring or otherwise or upon a decline in our
credit rating.
For these purposes, "debt" includes all notes, bonds, debentures or similar
evidences of obligations for borrowed money.
26
31
LIMITATION ON LIENS
We have agreed that we will issue, assume or guarantee debt for borrowed
money secured by any Lien upon a Principal Property or shares of stock or debt
of any principal subsidiary only if we secure the new notes equally and ratably
with or prior to the debt secured by that Lien. If we secure the new notes in
this manner, we have the option to secure any of our other debt or obligations
equally and ratably with or prior to the debt secured by the Lien and,
accordingly, equally and ratably with the new notes. This covenant has
exceptions that permit:
- Liens that existed on the date we first issued a series of debt
securities under the indenture;
- Liens on any Principal Property or shares of stock or debt of any entity
that constitutes a principal subsidiary existing at the time we merge or
consolidate with that entity or acquire its property or at the time the
entity becomes a principal subsidiary;
- Liens on any Principal Property existing at the time we acquire that
Principal Property so long as the Lien does not extend to any of our
other Principal Property;
- Liens on any Principal Property, and any Lien on the shares of stock of
any principal subsidiary formed for the purpose of acquiring that
Principal Property, either:
- securing all or part of the cost of acquiring, constructing, improving,
developing or expanding the Principal Property that was incurred before,
at or within 12 months after the latest of the acquisition or completion
of the assets or their commencing commercial operation; or
- securing debt to finance the purchase price of the Principal Property or
the cost of constructing, improving, developing or expanding the assets
that was incurred before, at or within 12 months after the latest of the
acquisition or completion of the assets or their commencing commercial
operation;
- Liens on any Principal Property or shares of stock or debt of any
principal subsidiary to secure debt owed to us;
- Liens securing industrial development, pollution control or other revenue
bonds of a government entity;
- Liens arising in connection with a project financed with, and securing,
Non-Recourse Indebtedness;
- Statutory or other Liens arising in the ordinary course of business and
relating to amounts that are not delinquent or remain payable without
penalty or that we are contesting in good faith;
- Liens (other than Liens imposed by the Employee Retirement Income
Security Act of 1974) on our property incurred or required in connection
with workmen's compensation, unemployment insurance and other social
security legislation;
- Liens securing taxes that remain payable without penalty or that we are
contesting in good faith if we believe we have adequate reserves for the
taxes in question;
- Rights that any governmental entity may have to purchase or order the
sale of any of our property upon payment of reasonable compensation;
- Rights that any governmental entity may have to terminate any of our
franchises, licenses or other rights or to regulate our property and
business;
- Liens that we do not assume or on which we do not customarily pay
interest and that exist on real estate or other rights we acquire for
sub-station, measuring station, regulating station, gas purification
station, compressor station, transmission line, distribution line or
right-of-way purposes;
- Easements or reservations in our property for roads, pipelines, gas
transmission and distribution lines, electric light and power
transmission and distribution lines, water mains and other similar
27
32
purposes and zoning ordinances, regulations and restrictions that do not
impair the use of the property in the operation of our business;
- Any extensions, renewals, substitutions or replacements of the
above-described Liens or any debt secured by these Liens if both:
- the amount of debt secured by the new Lien and not otherwise permitted
does not exceed the principal amount of debt so secured at the time of
the renewal or refunding; and
- the new Lien is limited to the property (plus any improvements) secured
by the original Lien.
In addition, without securing the new notes as described above, we may
issue, assume or guarantee debt that this covenant would otherwise restrict in a
total principal amount that, when added to all of our other outstanding debt
that this covenant would otherwise restrict and the total amount of Attributable
Debt outstanding for Sale/Leaseback Transactions, does not exceed a "basket"
equal to 15% of Consolidated Net Tangible Assets. When calculating this total
principal amount, we exclude from the calculation Attributable Debt from
Sale/Leaseback Transactions in connection with which we have purchased property
or retired debt as described below under "-- Limitation on Sale/Leaseback
Transactions."
LIMITATION ON SALE/LEASEBACK TRANSACTIONS
We have agreed that we will enter into a Sale/Leaseback Transaction only if
at least one of the following applies:
- we could incur debt secured by a Lien on the Principal Property that is
the subject of that Sale/ Leaseback Transaction;
- the Attributable Debt subject to that Sale/Leaseback Transaction would be
in an amount permitted under the "basket" described above under
"-- Limitation on Liens";
- the proceeds of that Sale/Leaseback Transaction are used for our business
and operations; or
- within the period ending 12 months after the closing of the
Sale/Leaseback Transaction, we apply the net proceeds of the
Sale/Leaseback Transaction to the voluntary retirement of any debt
securities issued under the indenture or Funded Indebtedness (other than
Funded Indebtedness that we hold or that is subordinate in right of
payment to any debt securities issued under the indenture).
GLOSSARY
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by that Person
under the lease during the remaining term thereof (excluding amounts required to
be paid on account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents), discounted
from the respective due dates thereof at the weighted average of the rates of
interest (or yield to maturity, in the case of debt securities issued under the
indenture and originally sold at a discount) borne by the debt securities then
outstanding under the indenture, compounded annually.
"Consolidated Net Tangible Assets" means (1) the total amount of assets
(less applicable reserves and other properly deductible items) which under
generally accepted accounting principles would be included on a consolidated
balance sheet of ONEOK and its subsidiaries after deducting therefrom (A) all
current liabilities, provided, however, that there will not be deducted billings
recorded as revenues deferred pending the outcome of rate proceedings (less
applicable income taxes thereon), if and to the extent the obligation to refund
the same has not been finally determined, (B) appropriate allowance for minority
interests in common stocks of subsidiaries and (C) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under generally
28
33
accepted accounting principles would be included on the consolidated balance
sheet, less (2) the amount which would be so included on the consolidated
balance sheet for investments (less applicable reserves) made in subsidiaries.
"Funded Indebtedness" as applied to any Person, means all debt of that
Person maturing after, or renewable or extendible at that Person's option
beyond, 12 months from the date of determination.
"Lien" means any lien, mortgage, pledge, encumbrance, charge or security
interest securing debt; provided, however, that the following types of
transactions will not be considered for purposes of this definition to result in
a Lien: (1) any acquisition by us of any property or assets subject to any
reservation or exception under the terms of which any vendor, lessor or assignor
creates, reserves or excepts or has created, reserved or excepted an interest in
oil, gas or any other mineral in place or the proceeds thereof, (2) any
conveyance or assignment whereby we convey or assign to any Person or Persons an
interest in oil, gas or any other mineral in place or the proceeds thereof, (3)
any Lien upon any property or assets either owned or leased by us or in which we
own an interest that secures for the benefit of the Person or Persons paying the
expenses of developing or conducting operations for the recovery, storage,
transportation or sale of the mineral resources of the property or assets (or
property or assets with which it is unitized) the payment to that Person or
Persons of our proportionate part of the development or operating expenses or
(4) any hedging arrangements entered into in the ordinary course of business,
including any obligation to deliver any mineral, commodity or asset in
connection with the arrangement.
"Non-Recourse Indebtedness" means, at any time, debt incurred after the
date of the indenture by us in connection with the acquisition of property or
assets by us or the financing of the construction of or improvements on
property, whenever acquired, provided that, under the terms of that debt and
pursuant to applicable law, the recourse at that time and thereafter of the
lenders with respect to the debt is limited to the property or assets so
acquired, or the construction or improvements, including debt as to which a
performance or completion guarantee or similar undertaking was initially
applicable to the debt or the related property or assets if the guarantee or
similar undertaking has been satisfied and is no longer in effect.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Principal Property" means any property located in the United States,
except any property that in the opinion of our board of directors is not of
material importance to the total business conducted by us and our consolidated
subsidiaries.
"Sale/Leaseback Transaction" means any arrangement with any Person pursuant
to which we lease any Principal Property that has been or is to be sold or
transferred by us to that Person, other than (1) a lease for a term, including
renewals at the option of the lessee, of not more than three years or classified
as an operating lease under generally accepted accounting principles, (2) leases
between us and one of our principal subsidiaries or between principal
subsidiaries, (3) leases of a Principal Property executed by the time of, or
within 12 months after the latest of, the acquisition, the completion of
construction or improvement, or the commencement of commercial operation, of the
Principal Property and (4) the ground lease for ONEOK Plaza, 100 West Fifth
Street, Tulsa, Oklahoma 74103.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The indenture generally permits a consolidation or merger between us and
another entity. It also permits the sale by us of all or substantially all of
our assets. We have agreed, however, that we will consolidate with or merge into
any entity or transfer or dispose of all or substantially all of our assets to
any entity only if:
- immediately after giving effect to the transaction, no default or event
of default would have occurred and be continuing or would result from the
transaction;
29
34
- we are the continuing corporation or, if we are not the continuing
corporation, the resulting entity is organized and existing under the
laws of any United States jurisdiction and assumes the due and punctual
payments on the debt securities issued under the indenture, including the
new notes, and the performance of our covenants and obligations under the
indenture and those debt securities; and
- we provide the trustee with a certificate and a legal opinion, each
stating that the indenture permits the transaction.
If we engage in any of these transactions that result in any Principal
Property or shares of stock or debt of any principal subsidiary becoming subject
to any Lien and unless we are otherwise able to create that Lien, the indenture
provides that the new notes (so long as the new notes are entitled to the
protection of the "Limitation on Liens" covenant) will be secured to at least
the same extent as the debt that would become secured by the Lien as a result of
the transaction.
EVENTS OF DEFAULT
The following are events of default for the new notes:
- our failure to pay interest on the new notes for 30 days after it becomes
due and payable;
- our failure to pay principal of or any premium on the new notes when due;
- our failure to comply with any of our covenants or agreements for the new
notes or in the indenture (other than an agreement or covenant that we
have included in the indenture solely for the benefit of less than all
series of debt securities issued under the indenture) for 60 days after
the trustee or the holders of at least 25% in principal amount of all
outstanding old notes and new notes, in the aggregate, provide written
notice to us;
- the default under any agreement under which we or any subsidiary that
owns or leases Principal Property have at the time outstanding debt in
excess of $15,000,000 and, if that debt has not already matured, it has
been accelerated and the acceleration is not rescinded within 30 days
after we receive notice from the trustee or the holders of at least 25%
in principal amount of all outstanding old notes and new notes, in the
aggregate, so long as, prior to the entry of judgment in favor of the
trustee for payment of the new notes, we do not cure the default, or the
default under the agreement has not been waived; or
- various events involving our bankruptcy, insolvency or reorganization.
A default under one series of debt securities issued under the indenture
will not necessarily be a default under the new notes. The trustee may withhold
notice to the holders of the new notes of any default or event of default
(except in any payment on the new notes) if the trustee considers it in the
interest of the holders of the new notes to do so.
If an event of default for the new notes occurs and is continuing, the
trustee or the holders of at least 25% in principal amount of the outstanding
old notes and new notes, in the aggregate (or, in some cases, 25% in principal
amount of all debt securities issued under the indenture affected, voting as one
class), may require us to pay on an accelerated basis the principal of and all
accrued and unpaid interest on the new notes and those other debt securities.
The holders of a majority in principal amount of the outstanding old notes and
new notes, in the aggregate (or of all debt securities affected, voting as one
class), may in some cases rescind this accelerated payment requirement.
If an event of default occurs and is continuing, the trustee must use the
degree of care and skill of a prudent man in the conduct of his own affairs. The
trustee will become obligated to exercise any of its powers under the indenture
at the request of any of the holders of the old notes and the new notes only
after those holders have offered the trustee indemnity reasonably satisfactory
to it.
The holders of a majority in principal amount of old notes and new notes,
in the aggregate, have the right to waive past defaults under the indenture that
relate to the new notes except for a default in the
30
35
payment on the new notes or a provision that can only, under the indenture, be
modified or amended if all holders that are affected consent.
In most cases, holders of a majority in principal amount of the outstanding
old notes and new notes, in the aggregate (or of all debt securities affected,
voting as one class), may direct the time, method and place of:
- conducting any proceeding for any remedy available to the trustee; and
- exercising any trust or power conferred on the trustee.
The indenture requires us to file each year with the trustee a written
statement as to our compliance with the covenants contained in the indenture.
MODIFICATION AND WAIVER
We may amend or supplement the indenture if the holders of a majority in
principal amount of the outstanding debt securities of all series that the
amendment or supplement affects (acting as one class) consent to it. Without the
consent of each holder of the new notes, however, no modification may:
- reduce the principal of the new notes or change their stated maturity;
- reduce the rate of or change the time for payment of interest on the new
notes;
- reduce any premium payable on the redemption of the new notes or change
the time at which the new notes may be redeemed;
- change any obligation to pay additional amounts on the new notes;
- impair the holder's right to institute suit for the enforcement of any
payment on the new notes;
- impair the holder's right to convert or exchange the new notes;
- reduce the percentage of principal amount of debt securities issued under
the indenture whose holders must consent to an amendment to or supplement
of the indenture;
- reduce the percentage of principal amount of debt securities issued under
the indenture necessary to waive compliance with some of the provisions
of the indenture; or
- modify provisions relating to amendment or waiver, except to increase
percentages or to provide that other provisions of the indenture cannot
be amended or waived without the consent of each holder affected.
We may amend or supplement the indenture or waive any provision of it
without the consent of any holders of new notes in various circumstances,
including:
- to provide for the assumption of our obligations under the indenture and
the new notes by a successor;
- to add covenants that would benefit the holders of the new notes or to
surrender any of our rights or powers;
- to provide for the issuance of additional securities, including new
notes, under the indenture;
- to add events of default;
- to provide any security for or guarantees of the new notes;
- to provide for the form or terms of the new notes;
- to appoint a successor trustee or to provide for the administration of
the trusts under the indenture by more than one trustee;
31
36
- to cure any ambiguity, omission, defect or inconsistency that does not
adversely affect the interests of the holders of outstanding new notes;
- to make any change to the extent necessary to permit or facilitate
defeasance or discharge of the new notes that does not adversely affect
the interests of the holders of outstanding debt securities of any other
series; or
- to make any change that does not affect the rights of any holder.
The holders of a majority in principal amount of all outstanding debt
securities issued under the indenture may waive our obligations to comply with
various covenants, including those relating to (1) our obligation to secure
those debt securities in the event of mergers, consolidations and sales of
assets, (2) corporate existence and (3) the restrictions on Liens and
Sale/Leaseback Transactions.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. If we deposit with the trustee funds or
government securities the maturing principal and interest of which is sufficient
to make payments on the new notes on the dates those payments are due and
payable, then, at our option, either of the following will occur:
- "legal defeasance," which means that we will be discharged from our
obligations with respect to the new notes; or
- "covenant defeasance," which means that we will no longer have any
obligation to comply with the restrictive covenants under the indenture
and any other restrictive covenants that apply to the new notes, and the
related events of default will no longer apply to us.
If we defease the new notes, the holders of the new notes will not be
entitled to the benefits of the indenture, except for our obligations to pay
additional amounts, if any, to provide temporary securities, to register the
transfer or exchange of new notes, to replace stolen, lost or mutilated new
notes or to maintain paying agencies and hold moneys for payment in trust. In
the case of covenant defeasance, our obligation to pay principal, premium and
interest on the new notes will also survive.
We will be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance would not cause the holders of the new notes
to recognize income, gain or loss for federal income tax purposes. If we elect
legal defeasance, that opinion of counsel must be based upon a ruling from the
Internal Revenue Service or a change in law to that effect.
GOVERNING LAW
New York law governs the indenture and the new notes.
TRUSTEE
The indenture contains limitations on the right of the trustee, if it
becomes one of our creditors, to obtain payment of claims or to realize on
property received for those claims, as security or otherwise. The trustee is
permitted to engage in other transactions with us. If, however, it acquires any
conflicting interest, it must eliminate that conflict or resign.
32
37
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the United States federal tax consequences of
the exchange of the old notes for the new notes and, in the case of non-U.S.
holders, of the ownership and disposition of the new notes. This summary is
based on the Internal Revenue Code of 1986, existing and proposed Treasury
regulations promulgated thereunder and administrative and judicial
interpretations thereof, all in effect as of the date of this prospectus and all
of which are subject to change, possibly with retroactive effect. The summary
assumes that you hold the old notes, and will hold the new notes, as capital
assets within the meaning of Section 1221 of the Internal Revenue Code. It does
not address any state, local or foreign tax consequences of the exchange of the
old notes for the new notes or of the ownership and disposition of new notes by
non-U.S. holders. It also does not discuss all of the tax consequences that may
be relevant to you in the light of your particular circumstances or if you are a
certain type of holder, including:
- a bank;
- an insurance company;
- a tax-exempt organization;
- a dealer in securities or foreign currencies;
- a holder who or that will hold a new note as part of a hedging
transaction, "straddle," conversion transaction or other integrated
transaction for United States federal income tax purposes;
- a holder whose functional currency is not the United States dollar; or
- a holder who or that did not purchase the old notes for cash at their
original issue date at their original offering price.
You should consult with your own tax advisor about the application of the
United States federal income and estate tax laws to your particular situation as
well as any consequences of the exchange of old notes for new notes and of the
ownership and disposition of new notes under the tax laws of any state, local or
foreign jurisdiction.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE
Your acceptance of the exchange offer and the related exchange of your old
notes for new notes will not be a taxable event for United States federal income
tax purposes. Your new notes will be treated as a continuation of the old notes.
You will have the same tax basis and holding period in the new notes as you had
in the old notes immediately before the exchange.
UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS
If you are a non-U.S. holder, the following discussion describes the United
States federal income and estate tax consequences of the ownership and
disposition of the new notes that may be applicable to you. You are a non-U.S.
holder if you are a beneficial owner of a new note who or that, for United
States federal income tax purposes, is
- an individual other than a citizen or resident alien of the United
States;
- a corporation or partnership that is not created or organized in or under
the laws of the United States or any of its political subdivisions and,
in the case of a partnership, is not treated as a United States person
under Treasury regulations;
- an estate other than an estate the income of which is subject to United
States federal income taxation regardless of its source; or
- a trust if no court within the United States is able to exercise primary
supervision over the trust's administration or one or more United States
persons do not have the authority to control all of the trust's
substantial decisions.
33
38
OWNERSHIP
Subject to the discussion below concerning backup withholding, you will not
be subject to withholding of United States federal income tax on payments of
principal, interest and premium, if any, on the new notes, provided that, in the
case of interest, you satisfy the following conditions:
- you do not own, actually or constructively, 10% or more of the total
combined voting power of all classes of ONEOK stock entitled to vote;
- you are not a controlled foreign corporation that is related, directly,
indirectly or constructively, to ONEOK through stock ownership; and
- you satisfy the certification requirements, described generally below,
set forth in Section 871(h) or Section 881(c) of the Internal Revenue
Code and the regulations thereunder.
If you cannot meet these conditions, you generally will be subject to U.S.
withholding tax at the rate of 30% on interest payments, unless you are eligible
for a reduced withholding tax rate under an applicable U.S. income tax treaty.
You will fulfill the certification requirement referred to above if you
certify on Internal Revenue Service Form W-8BEN (or successor form), under
penalties of perjury, that you are not a United States person and provide your
name and address, and file the Form W-8BEN with ONEOK or its paying agent. If a
new note is held on your behalf by a securities clearing organization, bank or
other financial institution holding customers' securities in the ordinary course
of its trade or business, the certification requirement will be fulfilled if the
financial institution files with ONEOK or its paying agent a statement, signed
under penalties of perjury, that it has received the Form W-8BEN from you (or
from another intermediary financial institution acting on your behalf) and
furnishes ONEOK or its paying agent with a copy thereof. Under current law, if
you are a foreign partnership, you may furnish the Form W-8BEN to ONEOK or its
paying agent or to a financial institution holding a new note on your behalf.
However, for interest received after December 31, 2000, if you are a foreign
partnership, unless you have entered into a withholding agreement with the
Internal Revenue Service, you will be required, in addition to providing an
intermediary Form W-8BEN, to attach an appropriate certification by each
partner. A look-through rule will apply in the case of tiered partnerships.
Foreign partnerships and their partners should consult their own tax advisors
regarding possible additional certification and reporting requirements.
If you are engaged in the conduct of a trade or business in the United
States, and if interest on a new note is effectively connected with the conduct
of that trade or business, you will be subject to regular United States federal
income tax on that interest on a net income basis in the same manner as if you
were a United States person. You will be exempt from the withholding tax
discussed above if you provide to ONEOK or its paying agent a properly executed
Internal Revenue Service Form W-8ECI (or successor form). In addition, if you
are a foreign corporation, you may be subject to a branch profits tax at the
rate of 30%, or such lesser rate as may be specified by an applicable U.S.
income tax treaty, on your effectively connected earnings and profits for the
taxable year, subject to various adjustments. For purposes of the branch profits
tax, interest on a new note will be included in your effectively connected
earnings and profits if the interest is effectively connected with the conduct
of a trade or business in the United States.
SALE, EXCHANGE, REDEMPTION OR OTHER DISPOSITION
Subject to the discussion below concerning backup withholding, you will not
be subject to United States federal income tax, or to any withholding thereof,
on any gain realized on the sale, exchange, redemption or other disposition of a
new note, unless:
- you are an individual who is present in the United States for 183 days or
more in the taxable year of the disposition and certain other conditions
are met; or
- the gain is effectively connected with the conduct by you of a trade or
business in the United States.
34
39
If you are engaged in the conduct of a trade or business in the United
States, and if any gain realized on the sale, exchange, redemption or other
disposition of a new note is effectively connected with the conduct of that
trade or business, you will be subject to regular United States federal income
tax on the gain on a net income basis in the same manner as if you were a United
States person. In addition, if you are a foreign corporation, you may be subject
to a branch profits tax at the rate of 30%, or such lesser rate as may be
specified by an applicable U.S. income tax treaty, on your effectively connected
earnings and profits for the taxable year, subject to various adjustments. For
purposes of the branch profits tax, any gain recognized on the sale, exchange,
redemption or other disposition of a new note will be included in your
effectively connected earnings and profits if the gain is effectively connected
with the conduct of a trade or business in the United States.
ESTATE TAX
If you are an individual non-U.S. holder and if you hold a new note at the
time of your death, the note will not be includible in your gross estate for
purposes of the United States federal estate tax, provided that, at the time of
your death:
- you do not own, actually or constructively, 10% or more of the total
combined voting power of all classes of ONEOK stock entitled to vote; and
- payments of interest with respect to the new note, if received at that
time, would not have been effectively connected with the conduct of your
trade or business in the United States.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under current United States federal income tax law, you will not be subject
to backup withholding tax at the rate of 31% or to information reporting on
payments of interest if the certifications required by Section 871(h) or Section
881(c) of the Internal Revenue Code and described generally above are received,
provided that neither ONEOK nor its paying agent has actual knowledge that you
are a United States person.
Under current Treasury regulations, payments of the proceeds of the sale,
exchange, redemption or other disposition of a new note made to or through a
foreign office of a broker generally will not be subject to backup withholding
or information reporting. However, information reporting will be required if a
broker is either:
- a United States person;
- a controlled foreign corporation for United States federal income tax
purposes;
- a foreign person 50% or more of whose gross income is effectively
connected with the conduct of a United States trade or business for a
specified three-year period; or
- in the case of payments made after December 31, 2000, a foreign
partnership with certain connections to the United States;
unless the broker has in its records documentary evidence that you, as payee,
are not a United States person or that otherwise establishes an exemption.
Backup withholding may apply to any payment that a broker is required to report
if the broker has actual knowledge that you, as payee, are a United States
person. Payments to or through the United States office of a broker will be
subject to backup withholding and information reporting unless you certify,
under penalties of perjury, that you are not a United States person or otherwise
establish an exemption.
Any amounts withheld from a payment under the backup withholding rules will
be allowed as a credit against your United States federal income tax liability
and may entitle you to a refund, provided that the required information is
furnished to the Internal Revenue Service. You should consult your own tax
advisor regarding the application of the information reporting and backup
withholding requirements to your particular situation, the availability of an
exemption therefrom, and the procedure for obtaining an exemption, if available.
35
40
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of those new notes. A broker-dealer may use this
prospectus, as it may be amended or supplemented from time to time, in
connection with resales of new notes received in exchange for old notes where
those old notes were acquired as a result of market-making or other trading
activities and not directly from us. We have agreed that, for a period of 60
days after the expiration date of the exchange offer, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with those resales. In addition, until , 2000, all
dealers effecting transactions in the new notes may be required to deliver a
prospectus.
We will not receive any proceeds from any sale of new notes by
broker-dealers. Broker-dealers may sell from time to time new notes they receive
for their own account pursuant to the exchange offer through:
- one or more transactions in the over-the-counter market;
- in negotiated transactions;
- through the writing of options on the new notes; or
- a combination of those methods of resale.
Those broker-dealers may sell at:
- market prices prevailing at the time of resale;
- prices related to those prevailing market prices; or
- negotiated prices.
Any broker-dealer may resell directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from the broker-dealer or the purchasers of the new notes. Any
broker-dealer that resells new notes that it received for its own account
pursuant to the exchange offer and any broker-dealer that participates in a
distribution of the new notes may be deemed to be an "underwriter" within the
meaning of the Securities Act. Any profit on any underwriter's resale of new
notes and any commission or concessions received by any underwriters may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act by acknowledging that
it will deliver and by delivering a prospectus.
The letter of transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. We
have agreed, for a period of 60 days after the expiration date to promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests those documents in the letter of
transmittal. We have also agreed to pay expenses incident to the exchange offer
to the extent indicated in the registration rights agreement and will indemnify
the holders of the new notes (including any broker-dealers) against various
liabilities, including liabilities under the Securities Act, to the extent they
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement or prospectus or an
omission or alleged omission to state in the registration statement or the
prospectus a material fact that is necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. This
indemnification obligation does not extend to statements or omissions in the
registration statement or prospectus made in reliance upon and in conformity
with written information pertaining to the holder that is furnished to us by or
on behalf of the holder.
36
41
LEGAL MATTERS
Various legal matters relating to the new notes offered hereby will be
passed upon for us by Gable & Gotwals, Tulsa, Oklahoma.
EXPERTS
The consolidated financial statements of ONEOK and its subsidiaries as of
August 31, 1999 and 1998 and for each of the years in the three-year period
ended August 31, 1999 have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
37
42
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ONEOK]
OFFER TO EXCHANGE ITS
7.75% NOTES DUE 2005, SERIES B,
FOR ANY AND ALL OF ITS OUTSTANDING
7.75% NOTES DUE 2005
------------------------------------------
PROSPECTUS
------------------------------------------
, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
43
PART II.
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ONEOK, Inc. (the "Company"), as an Oklahoma corporation, is empowered by
section 1031 of the Oklahoma General Corporation Act, subject to the procedures
and limitations stated therein, to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made or
threatened to be made a party by reason of his being or having been a director,
officer, employee or agent of the Company. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of shareholders, or disinterested directors, or otherwise. Article VIII of
the by-laws of the Company provides that directors and officers of the Company
shall be indemnified by the Company to the fullest extent permitted by Oklahoma
law as now or hereafter enforced, including the advance of related expenses. In
addition, indemnification agreements, the form of which has been previously
approved by the shareholders of the Company, have been entered into between the
Company and each of its directors and executive officers.
The certificate of incorporation of the Company provides that a director of
the corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which would involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions or (iv)
any transaction from which the director derived an improper personal benefit.
Pursuant to Article VIII of the by-laws of the Company, upon authorization
and determination (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 shareholders, the Company is obligated to
indemnify any person who incurs liability by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, or is or was serving
at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in an action by
or in the right of the Company, no indemnification will be made if such person
shall be adjudged to be liable to the Company, unless such indemnification is
allowed by a court of competent jurisdiction.
The indemnification agreements referred to above provide that the Company
is obligated to indemnify the specified director or executive officer to the
fullest extent permitted by law. The agreements provide that, upon request by a
director or executive officer, the Company is obligated to advance expenses for
defense of a claim made against the director or executive officer. The
obligation of the Company to indemnify the director or executive officer is
subject to applicable law and the determination by a "reviewing party" selected
by the board of directors that the director or executive officer is entitled to
indemnification. In addition, the agreements obligate the Company to indemnify
the specified executive officer or director to the extent of the Company's
recoveries under insurance policies regardless of whether the director or
executive officer is ultimately determined to be entitled to indemnification.
The agreements also provide for partial indemnification if a portion of a claim
for indemnification is not allowed by the reviewing party appointed by the board
of directors.
Under an insurance policy obtained by the Company, coverage of Company
officers and directors against liability for neglect, errors, omissions, or
breaches of duty in their capacities as such is provided for both the Company,
to the extent that it is obligated to indemnify such officers and directors, and
the officers and directors themselves. Additional coverage is provided to the
Company for claims arising from
II-1
44
any such conduct in connection with any purchase or sale of, or any offer to
purchase or sell, securities issued by the Company. Such coverage is provided in
the amount of $100,000,000, with a retained limit by the Company of $250,000.
The insurance company is obligated to pay any covered loss in excess of the
$250,000 retained limit and covered defense costs from the first dollar, up to
the policy limit of $100,000,000. 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.
It is recognized that the above-summarized provisions of the Company's
by-laws, the indemnification agreements and the applicable provisions of the
Oklahoma General Corporation Act may be sufficiently broad to indemnify
officers, directors, and controlling persons of the Company against liabilities
arising under such Act.
The Company and Western Resources, Inc. ("WRI") have entered into a
Registration Rights Agreement that provides for indemnification of the Company's
directors, officers, employees and controlling persons, if any, in any offering
or sale of shares of common stock, obtainable upon conversion of the Series A
Convertible Preferred Stock or Series B Convertible Preferred Stock, against any
claims (including amounts paid in settlement), or actions or proceedings in
respect thereof, arising out of or based upon an untrue statement or alleged
untrue statement of a material fact contained in such registration statement or
prospectus contained therein, or any document incorporated by reference therein,
or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated or necessary to make the
statements therein not misleading, in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by WRI or an agent or underwriter thereof expressly for use therein.
ITEM 21. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Purchase Agreement, dated as of February 24, 2000, among the
Company and Banc of America Securities LLC, Banc One Capital
Markets, Inc., First Union Securities, Inc., J.P. Morgan
Securities Inc., PaineWebber Incorporated and Salomon Smith
Barney Inc. as "Initial Purchasers."
4.1 Certificate of Incorporation of the Company, filed May 16,
1997 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4, as amended
(Commission File No. 333-27467)).
4.2 Certificate of Merger of the Company, filed November 26,
1997 (incorporated by reference to Exhibit (1)(b) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1998).
4.3 Amendment to Certificate of Incorporation of the Company,
filed January 16, 1998 (incorporated by reference to Exhibit
(1)(b) to the Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1998).
4.4 By-laws of the Company, as amended (incorporated by
reference to Exhibit (3)(d) to the Company's Annual Report
on Form 10-K for the year ended August 31, 1999).
4.5 Form of Indenture between the Company and Chase Bank of
Texas, National Association, as Trustee, relating to the
Securities (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (Commission
File No. 333-62279)).
II-2
45
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.6 First Supplemental Indenture (incorporated by reference to
Exhibit (5)(a) to the Company's Current Report on Form 8-K
dated September 24, 1998).
4.7 Second Supplemental Indenture (incorporated by reference to
Exhibit (5)(b) to the Company's Current Report on Form 8-K
dated September 24, 1998).
4.8 Third Supplemental Indenture (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated
February 8, 1999).
4.9 Fourth Supplemental Indenture (incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form
S-3 (Commission File No. 333-76375)).
4.10 Fifth Supplemental Indenture (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated
August 17, 1999).
4.11 Sixth Supplemental Indenture.
4.12 Form of Note (included in Exhibit 4.11).
4.13 Form of Exchange Note (included in Exhibit 4.11).
4.14 Registration Rights Agreement, dated as of March 1, 2000,
among the Company and the Initial Purchasers.
5.1 Opinion of Gable & Gotwals.
12.1 Statement of Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividend Requirements.
12.2 Statement of Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of KPMG LLP.
23.2 Consent of Gable & Gotwals (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
25.1 Statement of Eligibility of Chase Bank of Texas, National
Association under the Trust Indenture Act of 1939 on Form
T-1 relating to the Indenture.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to DTC Participants and Form of Instruction
to Registered Holder and/or Book-Entry Transfer Participant
from Owner.
99.4 Form of Letter to Clients.
ITEM 22. 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(2) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through the use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
II-3
46
(3) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective 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.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or 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 the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(5) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(6) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
47
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Tulsa, state of Oklahoma,
on March 10, 2000.
ONEOK, INC.
By: /s/ Jim Kneale
----------------------------------
Jim Kneale
Vice President, Treasurer and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
immediately below constitutes and appoints Jim Kneale and John A. Gaberino, Jr.,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Larry W. Brummett Chairman of the Board, Chief March 10, 2000
- ----------------------------------------------------- Executive Officer and Director
Larry W. Brummett (Principal Executive Officer)
/s/ E. G. Anderson Director March 10, 2000
- -----------------------------------------------------
E. G. Anderson
/s/ W. M. Bell Director March 10, 2000
- -----------------------------------------------------
W. M. Bell
/s/ D. R. Cummings Director March 10, 2000
- -----------------------------------------------------
D. R. Cummings
/s/ B. D. Epperson Vice President, Controller and March 10, 2000
- ----------------------------------------------------- Chief Accounting Officer
B. D. Epperson (Principal Accounting Officer)
/s/ H. R. Fricke Director March 10, 2000
- -----------------------------------------------------
H. R. Fricke
/s/ D. L. Kyle President, Chief Operating March 10, 2000
- ----------------------------------------------------- Officer and Director
D. L. Kyle
II-5
48
SIGNATURE TITLE DATE
--------- ----- ----
/s/ B. H. Mackie Director March 10, 2000
- -----------------------------------------------------
B. H. Mackie
/s/ Jim Kneale Vice President, Treasurer and March 10, 2000
- ----------------------------------------------------- Chief Financial Officer
Jim Kneale (Principal Financial Officer)
/s/ D. A. Newsom Director March 10, 2000
- -----------------------------------------------------
D. A. Newsom
/s/ G. D. Parker Director March 10, 2000
- -----------------------------------------------------
G. D. Parker
II-6
49
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 Purchase Agreement, dated as of February 24, 2000, among the
Company and Banc of America Securities LLC, Banc One Capital
Markets, Inc., First Union Securities, Inc., J.P. Morgan
Securities Inc., PaineWebber Incorporated and Salomon Smith
Barney Inc. as "Initial Purchasers."
4.1 Certificate of Incorporation of the Company, filed May 16,
1997 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4, as amended
(Commission File No. 333-27467)).
4.2 Certificate of Merger of the Company, filed November 26,
1997 (incorporated by reference to Exhibit (1)(b) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1998).
4.3 Amendment to Certificate of Incorporation of the Company,
filed January 16, 1998 (incorporated by reference to Exhibit
(1)(b) to the Company's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1998).
4.4 By-laws of the Company, as amended (incorporated by
reference to Exhibit (3)(d) to the Company's Annual Report
on Form 10-K for the year ended August 31, 1999).
4.5 Form of Indenture between the Company and Chase Bank of
Texas, National Association, as Trustee, relating to the
Securities (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-3 (Commission
File No. 333-62279)).
4.6 First Supplemental Indenture (incorporated by reference to
Exhibit (5)(a) to the Company's Current Report on Form 8-K
dated September 24, 1998).
4.7 Second Supplemental Indenture (incorporated by reference to
Exhibit (5)(b) to the Company's Current Report on Form 8-K
dated September 24, 1998).
4.8 Third Supplemental Indenture (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated
February 8, 1999).
4.9 Fourth Supplemental Indenture (incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form
S-3 (Commission File No. 333-76375)).
4.10 Fifth Supplemental Indenture (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated
August 17, 1999).
4.11 Sixth Supplemental Indenture.
4.12 Form of Note (included in Exhibit 4.11).
4.13 Form of Exchange Note (included in Exhibit 4.11).
4.14 Registration Rights Agreement, dated as of March 1, 2000,
among the Company and the Initial Purchasers.
5.1 Opinion of Gable & Gotwals.
12.1 Statement of Computation of Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividend Requirements.
12.2 Statement of Computation of Ratio of Earnings to Fixed
Charges.
23.1 Consent of KPMG LLP.
23.2 Consent of Gable & Gotwals (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
50
EXHIBIT
NUMBER DESCRIPTION
------- -----------
25.1 Statement of Eligibility of Chase Bank of Texas, National
Association under the Trust Indenture Act of 1939 on Form
T-1 relating to the Indenture.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to DTC Participants and Form of Instruction
to Registered Holder and/or Book-Entry Transfer Participant
from Owner.
99.4 Form of Letter to Clients.