1
As filed with the Securities and Exchange Commission on April 12, 1995.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
ONEOK INC.
(Exact name of registrant as specified in its charter)
Delaware 73-0383100
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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)
B. M. VAN METER DONALD A. KIHLE, ESQ.
President- Arrington Kihle
Energy Companies Gaberino & Dunn, P.C.
of ONEOK 1000 ONEOK Plaza
ONEOK Inc. ONEOK Inc.
100 West Fifth Street Tulsa, Oklahoma 74103-4219
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
___________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. | |
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
CALCULATION OF REGISTRATION FEE
=================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit* Price* Fee
- ---------------------------------------------------------------------------------
Common Stock,
without par value.....330,000 shs. $19.063 $6,290,625 $2,169.00
=================================================================================
*Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 12, 1995
330,000 Shares
ONEOK Inc.
Common Stock
Up to 330,000 presently outstanding shares of common stock of ONEOK Inc. (the
"Company") may be offered for sale from time to time by certain stockholders of
the Company (the "Selling Stockholders"). See "Selling Stockholders." The
Company will not receive any of the proceeds from the sale of shares in this
offering.
Sales of shares by the Selling Stockholders may be effected from time to time
in one or more transactions on the New York Stock Exchange or other exchange on
which the common stock may be listed, in negotiated transactions or in a
combination of any such methods of sale. The selling price of the shares may
be at the market price prevailing at the time of sale, at a price related to
such prevailing market price, or at a negotiated price. The Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). See "Plan of
Distribution." The Company has agreed to indemnify the Selling Stockholders
against certain civil liabilities, including liabilities under the Securities
Act.
The Company's common stock is traded on the New York Stock Exchange under the
trading symbol "OKE". On April 7, 1995, the last reported sale price of the
common stock on the New York Stock Exchange was $19.125 per share. See "Common
Stock Dividends and Price Range."
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is ________, 1995
3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the following
regional offices of the Commission: Chicago Regional Office, CitiCorp Center,
500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511; and New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material can also be obtained (at prescribed rates) from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. The common stock of the Company is also listed
on the New York Stock Exchange, and such reports, proxy material, and other
information concerning the Company also can be inspected and copied at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement on Form S-3
(the "Registration Statement") under the Securities Act with respect to the
shares of common stock offered by this prospectus. This prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto, to which reference is made. Statements made in this
prospectus as to the contents of any contract, agreement, or other document
referred to are not necessarily complete, and in each instance reference is
made to the copy of such contract, agreement, or other document filed as an
exhibit to the Registration Statement, and each such statement is qualified in
its entirety by such reference. Any interested party may inspect the
Registration Statement, and the exhibits and schedules thereto, without charge,
at the public reference facilities of the Commission and may obtain copies of
all or any portion of the Registration Statement from the Commission upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (Commission File No. 1-2572), are
incorporated in this prospectus by reference and shall be deemed to be a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
November 30, 1994, and February 28, 1995; and
(c) The Company's Current Reports on Form 8-K dated November 22, 1994;
December 30, 1994; February 14, 1995; and February 24, 1995.
2
4
(d) The description of the Company's common stock contained in the Company's
Form S-16, Registration Statement under the Securities Act, Registration
Number 2-74435, filed October 16, 1981, including any amendment or
report filed for the purpose of updating such description.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in this
prospectus, in a supplement to this prospectus, or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed supplement to this prospectus or
in any document that also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
The Company will provide without charge to each person to whom a copy of this
prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above, which have
been or may be incorporated in this prospectus by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference in such documents. Written or telephone requests for such copies
should be directed to J. D. Neal, Vice President, Chief Financial Officer, and
Treasurer, ONEOK Inc., 100 West Fifth Street, Post Office Box 871, Tulsa,
Oklahoma 74102-0871, telephone number (918) 588-7000.
3
5
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in the prospectus and by the more detailed
information and the financial statements and notes appearing in the
incorporated documents.
THE COMPANY
ONEOK Inc. and its subsidiaries (the "Company") engage in several aspects of
the energy business. The Company purchases, gathers, compresses, transports,
and stores natural gas for distribution to consumers. It transports gas for
others, leases pipeline capacity to others for their use in transporting gas,
and is a partner in two natural gas transmission systems that transport gas for
others. The Company explores for and produces oil and gas, extracts and sells
natural gas liquids, and is engaged in the gas marketing business. In
addition, it leases and operates a headquarters office building (leasing excess
space to others) and owns and operates a related parking facility. As a
regulated natural gas utility, the Company distributes natural gas to
approximately 715,000 customers in a service area comprising approximately
three-fourths of the state of Oklahoma, thereby meeting the natural gas needs
of over two million people.
The Company was incorporated in Delaware on November 10, 1933.
The principal executive offices of the Company are located at 100 West Fifth
Street, Tulsa, Oklahoma, and the telephone number is (918) 588-7000.
On February 3, 1995, a certain Agreement and Plan of Merger (the "Merger
Agreement") was entered into among ONEOK Gas Marketing Company, a Delaware
corporation ("ONEOK Marketing"); ONEOK Inc., a Delaware corporation and sole
shareholder of ONEOK Marketing ("ONEOK"); Ward Gas Services, Inc., an Oklahoma
corporation ("Ward Services"); Ward Petroleum Corporation, an Oklahoma
corporation and sole shareholder of Ward Services ("Ward"); Comanche Gas
Marketing Company, an Oklahoma corporation ("Comanche"); and James Christopher
Walters, Jr., and LaVonne Diane Walters, as Trustees of the James Christopher
Walters, Jr., Trust dated August 3, 1983, sole shareholder of Comanche (the
"Walters Trust"), pursuant to which Ward Services and Comanche were merged with
and into ONEOK Marketing with ONEOK Marketing being the surviving corporation
(the "Merger Transaction"). As a result of the Merger Transaction, Ward and
the Walters Trust received 204,600 and 125,400 shares, respectively, of the
common stock of ONEOK.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
common stock in this offering.
4
6
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid regular quarterly dividends on its common stock for the
past six years, since February 1989. Dividends declared per share on common
stock (adjusted for a 2 for 1 stock split effective February 1990) for each
fiscal year beginning with the 1990 fiscal year are as follows:
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
$.75 $.82 $.96 $1.06 $1.11 $1.12*
*Estimated
Future dividends will depend on the Company's earnings, its financial
condition, and other factors.
The Company's common stock is traded on the New York Stock Exchange. The table
below shows the high and low sales prices of the Company's common stock for the
periods indicated, as reported by "The Wall Street Journal" as New York Stock
Exchange--Composite Transactions, and dividends declared during such periods.
Price Range
----------------
Fiscal Year Ended August 31 High Low Dividends
--------------------------- ---- --- ---------
1992
1st Quarter......................$15 7/8 $13 1/8 $.21
2nd Quarter.......................17 1/4 15 1/8 .25
3rd Quarter.......................17 14 .25
4th Quarter.......................17 1/2 14 7/8 .25
1993
1st Quarter......................$18 3/8 $16 1/4 $.25
2nd Quarter.......................20 5/8 16 7/8 .27
3rd Quarter.......................24 7/8 20 .27
4th Quarter.......................26 1/4 20 3/8 .27
1994
1st Quarter......................$22 5/8 $19 5/8 $.27
2nd Quarter.......................20 1/2 17 5/8 .28
3rd Quarter.......................18 1/2 15 3/4 .28
4th Quarter.......................19 3/4 15 3/4 .28
1995
1st Quarter......................$18 $15 7/8 $.28
2nd Quarter.......................18 3/8 17 .28
The last reported sale price of the common stock on April 7, 1995, on the New
York Stock Exchange was $19.125 per share. There were approximately 11,976
beneficial owners of the common stock on March 30, 1995.
BUSINESS
General. ONEOK Inc. and its divisions and subsidiaries, hereinafter referred
to as the Company, engage in natural gas distribution, transmission, and
storage operations; oil and gas energy operations; and certain other
operations, as described below.
5
7
Distribution, Transmission, and Gathering. Oklahoma Natural Gas Company
purchases, distributes, and sells natural gas and leases pipeline capacity.
ONG Transmission Company and four subsidiaries gather, compress, transport, and
store natural gas for intrastate distribution, transport gas in interstate
commerce, and lease pipeline capacity. In addition, two subsidiaries own
interests in partnerships that operate natural gas transmission systems.
Exploration and production. ONEOK Exploration Company and ONEOK Resources
Company explore for and produce natural gas and oil.
Gas Processing. ONEOK Products Company extracts and sells natural gas liquids
and buys and sells natural gas.
Other Operations. ONEOK Gas Marketing Company markets natural gas. Other
subsidiaries operate the headquarters office building and a parking garage.
DISTRIBUTION AND TRANSMISSION OPERATIONS
Two operating divisions, Oklahoma Natural Gas Company and ONG Transmission
Company, along with four subsidiaries, ONG Red Oak Transmission Company, ONG
Sayre Storage Company, ONG Western, Inc., and ONEOK Services, Inc.
(collectively, "ONG"), constitute a fully integrated intrastate natural gas
distribution and transmission segment which purchases, stores, transports, and
distributes natural gas for sale to wholesale and retail customers primarily in
the State of Oklahoma and leases pipeline capacity to customers for their use
in transporting natural gas to their facilities. In addition, ONG Transmission
Company and the four transmission subsidiaries transport gas for others under
Section 311(a) of the Natural Gas Policy Act of 1978 (the "NGPA"). Oklahoma
Natural Gas Company, ONG Transmission Company, and the four subsidiaries are
consolidated for ratemaking purposes by the Oklahoma Corporation Commission.
For regulatory purposes, ONG Transmission Company Division, which transports
gas in interstate commerce under Section 311(a) of the NGPA, is being treated
as a separate entity by the Federal Energy Regulatory Commission ("FERC"). ONG
purchases natural gas from gas processing plants, producing gas wells, and
pipeline suppliers, and utilizes five underground storages as necessary to
deliver natural gas to approximately 715,000 customers in 292 communities in
Oklahoma. The Company's largest markets are in the Oklahoma City and Tulsa
metropolitan areas. ONG Sayre Storage Company leases the excess capacity in
its underground storage facility to Natural Gas Pipeline Company of America.
ONG also sells natural gas at wholesale to other distributors serving 44
Oklahoma communities. ONG serves an estimated population of over 2 million.
The all-time peak gas deliveries during a single day was 2.02 billion cubic
feet of gas delivered on February 10, 1981. The peak for the most recent
fiscal year was 1.59 billion cubic feet delivered on February 9, 1994.
The Company is currently in the process of reorganizing and consolidating the
pipeline gathering and transmission operations into two separate subsidiaries.
The Company leases space in its pipeline system under its PCL program to third
party end users to allow them to buy gas in the field and transport it to their
facilities. The Company, at times, has leased part of its gas storage
6
8
to third parties, allowing them to store gas in the Company's gas storage
facilities.
Gas reserves committed to ONG's system are not subject to priority allocations
or dedicated to certain classes of customers, except for certain low priced gas
under the SISP Program, which is allocated to industrial customers. ONG's rate
schedules contain an "Order of Curtailment" that provides for first reducing or
totally discontinuing gas service to the very large industrial users, who are
required to have standby fuel-burning equipment, and graduating down to
requesting residential and commercial customers to reduce their gas
requirements to an amount essential for public health and safety.
Caney River Transmission Company has a 25 percent interest in Ozark Gas
Transmission System ("Ozark"), a general partnership. Ozark owns a
transmission pipeline and related facilities originating in Pittsburg County,
Oklahoma, and connecting with existing facilities belonging to an interstate
gas transmission company in White County, Arkansas. The partners are in the
process of selling Ozark.
TransTex Pipeline Company has a 25 percent limited partnership interest in Red
River Pipeline ("Red River"), a limited partnership, which owns a transmission
pipeline system and related facilities. Red River originates in Hemphill
County, Texas, and terminates in Pecos County, Texas, where it connects with
Oasis Pipeline. In 1993, the system was modified to allow bidirectional flow.
The system is regulated by the Texas Railroad Commission.
OkTex Pipeline Company, regulated by the FERC, owns short transmission
pipelines between Oklahoma and Texas which connect ONG's intrastate system to
the intrastate system of Lone Star Gas Company, a division of ENSERCH
Corporation and Red River Pipeline. The Company has the capacity to move up to
200 million cubic feet of gas per day into Lone Star's System in Texas.
ONEOK Technology Company has a fifty percent (50%) interest in Natural Energy
Products Company, which was formed in 1992 to develop and market a
meter-setting device that allows gas utilities to change meters without
shutting off the flow of gas to the customer. The devices are sold through an
exclusive representative in the United States which also manufactures and
markets the devices in Europe under a license from Natural Energy.
EXPLORATION AND PRODUCTION OPERATIONS
Two subsidiaries (collectively, the "Subsidiaries"), ONEOK Exploration Company
and ONEOK Resources Company, are engaged in oil and gas exploration,
development, and production. As of August 31, 1994, the Subsidiaries had
working interests in 372 gas wells and 140 oil wells. A number of these wells
are multiple completions. Such interests are in wells located in Oklahoma,
Louisiana, Alabama, and Texas.
The Subsidiaries participated in the drilling of 37 working interest wells
during the 1994 fiscal year, compared with 35 wells the previous year. In
1994, 62 percent of such wells were completed as commercial producers
compared with 69 percent in 1993. During the 1994 fiscal year, 17 wells were
7
9
completed as gas wells and 6 as oil wells. The remaining 14 wells were dry
holes. In addition, the Subsidiaries farmed out an additional 8 wells for
drilling by others. Of these, 1 oil well and 5 gas wells were completed and
the remaining 2 were dry holes.
The Subsidiaries' share of production during the 1994 fiscal year averaged
1,567 barrels of oil per day and 22,035 million cubic feet of natural gas per
day. On August 31, 1994, the Subsidiaries had a total of 24,960 net
undeveloped leasehold acres, of which 51 percent is located in Oklahoma, 36
percent in Texas, and 11 percent in Arkansas.
The Subsidiaries are currently concentrating exploration activities in Oklahoma
and Texas, and for the present are pursuing a relatively conservative drilling
and leasehold acquisition program due to uncertainty about gas price trends.
The Subsidiaries acquired reserves in Alabama in 1993 and in Louisiana in 1994.
GAS PROCESSING OPERATIONS
ONEOK Products Company ("Products") owns varying interests in 16 plants which
extract liquids from natural gas. Products' share of the liquids produced by
these plants averaged 12,680 barrels per day during 1994. Products also
purchased and resold 70,496 Mcf of natural gas per day, including intercompany
transactions, during the fiscal year. Products is participating with other
plant owners in programs to acquire more gas volumes for processing through the
plants to increase liquid recoveries.
OTHER OPERATIONS
ONEOK Gas Marketing Company is engaged in the marketing of natural gas and,
through the Merger Transaction, recently acquired the remaining interest in a
partnership which markets natural gas. The partnership has recently been
moving approximately 400 to 450 million cubic feet of gas per day, primarily
out of Oklahoma.
ONEOK Parking Company operates a parking garage with 1,179 parking spaces.
ONEOK Leasing Company operates a 500,000 square foot office building in which
the Company's headquarters is located and leases excess space to others.
ACQUISITION ACTIVITIES
The Company is interested in acquiring gas distribution and transmission
facilities which will enhance its operations. In 1991, the Company acquired
Lone Star Gas Company's Oklahoma properties located in south-central Oklahoma,
which added 36,000 customers, 700 miles of distribution pipeline, and 1,000
miles of transportation pipeline. It also provided access to the Texas gas
market. During 1993, the Company negotiated for the purchase of gas
distribution properties in Kansas and northeastern Oklahoma involving
approximately 190,000 customers. Negotiations were terminated by the owner.
The Company is prepared to pursue other opportunities as they occur.
8
10
The Company is also interested in acquiring oil and gas producing properties.
Properties were acquired in Alabama in 1993 and in Louisiana in 1994. The
Company is actively pursuing other opportunities as they occur. The Company's
current strategy is to acquire such properties while maintaining a conservative
capital budget.
The Company recently acquired the remaining interest in a partnership which
markets natural gas. See "Other Operations" above.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Stockholders. If all the shares offered
pursuant to this prospectus are sold, none of the Selling Stockholders will
beneficially own any shares of the Company's common stock. Any or all of the
shares offered hereby may be offered for sale by any of the Selling
Stockholders from time to time. Unless otherwise noted, each Selling
Stockholder has sole voting and investment power with respect to such shares.
Number of
Shares Owned Number of
Prior to Shares
Offering Which May
------------------- Be Sold
Percent Pursuant to
Selling Stockholder Shares of Class This Prospectus
------------------- ------ -------- ---------------
Ward Petroleum Corporation 204,600 less than 1% 204,600
The Walters Trust (1) 125,400 less than 1% 125,400
(1) James Christopher Walters, Jr., a Trustee of the Walters Trust, is
President of ONEOK Gas Marketing Company.
______________
In connection with the Merger Transaction, the Company and the Selling
Stockholders executed a Shelf Registration Agreement dated February 23, 1995
(the "Registration Agreement"), pursuant to which the Company agreed to prepare
and file a "shelf" registration statement on Form S-3 pursuant to Rule 415
under the Securities Act or any similar rule that may be adopted by the
Commission with respect to the shares acquired by the Selling Stockholders in
the Merger Transaction (together with any amendments, including post-effective
amendments and supplements thereto, to the "Shelf Registration"), to use its
reasonably best efforts to cause the Shelf Registration to be declared
effective by the Commission within 60 days of the date of the Registration
Statement, and to keep the Shelf Registration continuously effective for a
period of 24 months from the date it becomes effective or, if earlier, until
(i) all the shares are sold in accordance with the Shelf Registration, or (ii)
in the opinion of Counsel for the Company, satisfactory to the Selling
Stockholders, registration of the shares is no longer required under the
Securities Act and the holder may sell all remaining shares in the open market
without limitation as to volume and without being required to file any forms or
reports with the Commission under the Securities Act or the regulations
thereunder. The Company has also agreed to cause all the shares covered by
9
11
the Shelf Registration to be listed on the New York Stock Exchange and any
other exchange on which the Company's common stock becomes listed. This
Prospectus constitutes a part of the Shelf Registration filed by the Company in
accordance with the Registration Agreement. The Company is responsible for and
will bear the costs and expenses of preparing and maintaining the Shelf
Registration.
PLAN OF DISTRIBUTION
Shares of common stock may be sold pursuant to this prospectus from time to
time, in one or more transactions, by the Selling Stockholders, or by pledgees,
donees, transferees, or other successors in interest. Such sales may be made
on the New York Stock Exchange or any other exchange on which the Company's
common stock is listed, in negotiated transactions, or in a combination of any
such methods of sale. The selling price of the shares of common stock may be
at the market price prevailing at the time of sale, at a price related to the
prevailing market price, or at a negotiated price. Any shares which qualify
for sale under Rule 144 or Rule 144A under the Securities Act may be sold under
Rule 144 or Rule 144A rather than pursuant to this prospectus.
EXPERTS
The consolidated financial statements and schedules of ONEOK Inc. as of August
31, 1994 and 1993, and for each of the years in the three-year period ended
August 31, 1994, have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the August 31, 1994, financial
statements refers to a change in method of accounting for certain
postemployment and postretirement benefit obligations.
To the extent KPMG Peat Marwick LLP audits and reports on the consolidated
financial statements of ONEOK Inc. issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in the Registration Statement in reliance upon their
report and said authority.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for the
Company by Messrs. Arrington Kihle Gaberino & Dunn, P.C., Tulsa, Oklahoma.
10
12
__________________ ___________________
No person has been authorized to give 330,000 Shares
any information or make any representa- Common Stock
tions in connection with this offering
other than those contained in this
prospectus and, if given or made, such
other information and representations
must not be relied upon as having been
authorized. This prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the registered
securities to which it relates or any
offer to sell or the solicitation of
an offer to buy such securities in ONEOK Inc.
any circumstances in which such offer
or solicitation is unlawful. Neither
the delivery of this prospectus nor
any sale made hereunder shall, under
any circumstances, create any implica-
tion that there has been no change in
the affairs of the Company since the
date hereof or that the information
contained herein is correct as of any
time subsequent to its date.
__________________ ___________________
TABLE OF CONTENTS P R O S P E C T U S
Page
---- ___________________
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
The Company...................... 4
Use of Proceeds.................. 4
Common Stock Dividends
and Price Range................ 5
Business......................... 5
Selling Stockholders............. 9
Plan of Distribution............. 10 ________, 1995
Experts.......................... 10
Legal Matters.................... 10
__________________ ___________________
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All amounts, except SEC registration fees, are estimates.
SEC registration fee............... $ 2,169
Printing and copying expenses...... 1,000
Legal fees and expenses............ 10,000
Accounting fees and expenses....... 5,000
Miscellaneous...................... 1,000
-------
Total........................ $19,169
=======
Item 15. Indemnification of Directors and Officers
Pursuant to Article VIII of the bylaws of the Company, upon authorization and
determination either (1) by the board of directors by a majority of a quorum
consisting of directors who were not parties to the action, suit, or proceeding
involved; (2) if such a quorum is not obtainable, or even if obtainable and a
quorum of disinterested directors so directs, by independent counsel in a
written opinion; or (3) by the stockholders, the Company is obligated to
indemnify any person who incurs liability by reason of the fact that he is or
was a director, officer, employee, or agent of the Company, or is or was
serving at its request as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or as a
member of any committee or similar body, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in an action by
or in the right of the Company, no indemnification will be made if such person
shall be adjudged to be liable to the Company, unless such indemnification is
allowed by a court of competent jurisdiction.
Under 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 as provided for both the Company, to the
extent that it is obligated to indemnify such officers and directors, and the
officers and directors themselves. Such coverage is provided in the amount of
$85,000,000, with a retained limit by the Company of $200,000. The insurance
company is obligated to pay any loss in excess of the $200,000 retained limit
and defense costs from the first dollar, up to the policy limit of $85,000,000.
Among the policy exclusions are those which exclude coverage for accounting for
profits made within the meaning of Section 16(b) of the Securities Exchange Act
of 1934, claims based upon or attributable to directors and officers gaining
any personal profit or advantage to which such individuals are not legally
entitled, and for any claims brought about or attributable to the dishonesty of
an officer or director.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
II-1
14
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that
the above-summarized provisions of the registrant's bylaws and the applicable
Delaware General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) shall be asserted by an officer, director, or controlling person
under said provisions, the registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.
Item 16. Exhibits*
(2)** Agreement and Plan of Merger
(3)(a)*** Third Restated Certificate of Incorporation of ONEOK Inc.
(3)(b)** By-Laws of ONEOK Inc., as Amended
(5)** Opinion and consent of Arrington Kihle Gaberino & Dunn, Inc., a
Professional Corporation
(23)(a)** Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants
(23)(b)** Consent of Arrington Kihle Gaberino & Dunn, a Professional
Corporation (included in Exhibit 5)
(24)** Powers of Attorney (Included on pages II-4 and II-5)
____________
* Exhibits excluded are not applicable
** Filed herewith
*** Incorporated by reference to Exhibit (3)(a) to Annual Report on Form
10-K dated August 31, 1994.
Item 17. Undertakings
1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
15
2. Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in said Act and is therefore unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has already been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether or not such indemnification by it is against public policy as expressed
in said Act and will be governed by the final adjudication of such issue.
3. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such 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.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
II-3
16
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes B. M. Van Meter and
J. D. Neal, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person, in the
capacity stated below, and to file any and all amendments to this Registrations
Statement, including any and all post-effective amendments and all instruments
necessary or incidental in connection therewith.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Tulsa and
the State of Oklahoma, on this 30th day of March, 1995.
ONEOK Inc.
By: LARRY W. BRUMMETT
---------------------------------
Larry W. Brummett
Chairman of the Board, President,
and Chief Executive Officer
II-4
17
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Larry W.
Brummett, B. M. Van Meter, or J. D. Neal, or any of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of each
person, individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments and all instruments necessary or incidental in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated, in the City of Tulsa and the State of Oklahoma, on this 30th day of
March, 1995.
LARRY W. BRUMMETT J. D. NEAL
- -------------------------- --------------------------
Larry W. Brummett J. D. Neal
Chairman of the Board, Vice President, Chief
President, Chief Executive Financial Officer, and
Officer, and Director Treasurer (Principal
Financial and Accounting
Officer)
W. M. BELL D. A. NEWSOM
- -------------------------- --------------------------
W. M. Bell D. A. Newsom
Director Director
D. R. CUMMINGS G. D. PARKER
- -------------------------- --------------------------
D. R. Cummings G. D. Parker
Director Director
W. L. FORD J. D. SCOTT
- -------------------------- --------------------------
W. L. Ford J. D. Scott
Director Director
J. M. GRAVES G. R. WILLIAMS
- -------------------------- --------------------------
J. M. Graves G. R. Williams
Director Director
S. J. JATRAS S. L. YOUNG
- -------------------------- --------------------------
S. J. Jatras S. L. Young
Director Director
B. H. MACKIE
- --------------------------
B. H. Mackie
Director
II-5
18
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(2)* Agreement and Plan of Merger
(3)(a)** Third Restated Certificate of incorporation
of ONEOK Inc.
(3)(b)* Bylaws of ONEOK Inc., as Amended
(5)* Opinion and consent of Arrington Kihle
Gaberino & Dunn, Inc., a Professional
Corporation
(23)(a)* Consent of KPMG Peat Marwick LLP, independent
Certified Public Accountants
(23)(b)* Consent of Arrington Kihle Gaberino & Dunn,
a Professional Corporation (included in
Exhibit 5)
(24)* Powers of Attorney (Included on pages II-4
and II-5)
____________
* Filed herewith
** Incorporated by reference to Exhibit (3)(a) to Annual Report on Form
10-K dated August 31, 1994.