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Registration No. 33-_____
________________________________________________________________________________
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Thrift Plan for Employees of ONEOK Inc. and Subsidiaries
______________________
ONEOK INC.
100 West Fifth Street, Tulsa, Oklahoma 74103
(Name of the issuer of the equity securities being offered pursuant
to the Plan and the address of its principal office)
DELAWARE 73-0383100
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
J. D. NEAL DONALD. A. KIHLE
Vice President, Chief Financial 100 West Fifth Street
Officer and Treasurer Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Names, addresses, and telephone numbers of agents for service)
____________________
Appropriate date of commencement of proposed sale pursuant to the Plan: from
time to time after the effective date hereof.
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CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered(1) Per Unit(2) Price(3) Fee
________________________________________________________________________________
________________________________________________________________________________
Common stock,
without par value 3,000,000 Shares $25.25 $75,750,000 $26,121
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Exhibits Index on Page 5.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests in the
Plan to be offered or sold pursuant to the employee benefit plan described
herein.
(1) Represents the estimated maximum amount of common stock of ONEOK Inc.
(hereinafter referred to as "Common Stock") which could be contributed
or acquired under the Thrift Plan for Employees of ONEOK Inc. and
Subsidiaries (hereinafter referred to as the "Plan") either directly
from ONEOK Inc. (hereinafter referred to as the "Company"), or from
purchases in the open market during the years of operation of the
Plan.
(2) Based on price of $25.25 per share of the Common Stock, the average
sales price of the Common Stock published in The Wall Street Journal
reports of the New York Stock Exchange Composite Transactions for June
19, 1996.
(3) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to employees as specified in Rule 428(b)(1). These documents
(and the documents incorporated by reference pursuant to Item 3 of Part II of
this Registration Statement) taken together, constitute the prospectus for
purposes of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company and the Plan hereby incorporate by reference in this Registration
Statement the following documents of the Company (SEC File No. 1-2572)
heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the year ended August 31,
1995.
(b) All other reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since August 31,
1995, which includes the Company's Quarterly Reports on Form 10-Q
dated November 30, 1995, and February 29, 1996; and Current Report on
Form 8-K dated April 22, 1996.
(c) In addition, there is incorporated herein by reference all documents
filed subsequent to the date hereof, by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities have been
sold or which deregisters all securities then remaining unsold. Such
documents are deemed to be a part hereof from the date of filing of
such documents.
ITEM 4
DESCRIPTION OF SECURITIES
The following is a description of the Company's Common Stock.
Holders of ONEOK Inc. Common Stock are entitled to (1) vote for each share held
of record. Subject to the preferential rights of the holders of the
Corporation's Preferred Stock and Preference Stock, the holders of Common Stock
are entitled to receive any Dividends that may be declared by the Corporation's
Board of Directors from funds legally available therefor and to share pro rata
in the net assets of the Corporation upon liquidation. Holders of Common Stock
have no preemptive rights and no rights to convert their Common Stock into any
other securities of the Corporation. All outstanding shares of Common Stock
are fully paid and are not subject to calls or assessments. Each share of
Common Stock includes an associated preference stock purchase right (the Right)
under the Corporation's Shareholder Rights Plan, (the Rights Plan), which
entitles the holder of the Right, under certain circumstances specified in the
Rights Plan, to purchase one one-hundredth (1/100) of a share of Series A
Participating Preference Stock of the Corporation for each Right. Of the
Series A Preference Stock, a total of 200,000 shares have been reserved for
this purpose. The designation of the Rights is incorporated by reference into
this Prospectus.
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ITEM 5
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities which may be purchased under the Plan has been
passed upon by the firm of Arrington Kihle Gaberino & Dunn, Inc., 100 West
Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The
firm of Arrington Kihle Gaberino & Dunn, Inc., has reviewed the statements made
as to matters of law and legal conclusions under "Securities to be Offered" and
such statements are set forth in the documents which form a part of the
prospectus in reliance upon its authority as an expert.
ITEM 6
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 insurance contracts 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. Such coverage is provided in the amount of
$75,000,000 with a retained limit by the Company of $250,000. The insurance
companies are obligated to pay covered losses in excess of the $250,000
retained limit, up to the policies' limits of $75,000,000. Among the policies'
exclusions are those which exclude coverage for accounting for profits made
within the meaning of Section 16(b) of the Securities Act of 1934, claims based
upon or attributable to directors and officers gaining any personal profit or
advantage to which such individuals are not legally entitled, and for any
claims brought about or attributable to the dishonesty of an officer or
director.
The registrant has been advised that, in the opinion of the Securities and
Exchange Commission, provisions providing for the indemnification by a
corporation of its officers, directors, and controlling persons against
liabilities imposed by the Securities Act of 1933 are against public policy as
expressed in said Act and are therefore unenforceable. It is recognized that
the above-summarized provisions of the registrant's bylaws and the applicable
Delaware General Corporation Law may be sufficiently broad to indemnify
officers, directors, and controlling persons of the registrant against
liabilities arising under said Act. Therefore, in the event that a claim of
indemnification against liability under said Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) shall be asserted by an officer, director, or controlling person
under said provisions, the registrant will, unless in the opinion of its
counsel the question has already been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.
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ITEM 8
EXHIBITS
The following exhibits are attached hereto or incorporated by reference herein:
Page Number or
Incorporation by
Reference to
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(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994
(4)(b) Bylaws of ONEOK Inc.,
as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994
(5) Opinion of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(a) Consent of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(b) Independent Auditors' Consent
(24) Powers of Attorney (Included on
pages 8, 9, and 10)
(99) Thrift Plan for Employees of ONEOK Inc.
and Subsidiaries, as Amended and Restated
September 21, 1995
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ITEM 9
UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) 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;
(c) 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 a. (1) (a) and a.
(1) (b) 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 registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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 the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
b. 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 (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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
c. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus
is sent or given, the latest Annual Report to Shareholders unless such
employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the Annual Report
of the registrant of the preceding fiscal year may be so delivered,
but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each such employee.
The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all employees participating in the Plan who do not
otherwise receive such material as stockholders of the registrant, at
the time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements, and other communications
distributed to its stockholders generally.
d. 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
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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 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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of
June 1996.
ONEOK Inc.
By: LARRY BRUMMETT
------------------------------------
Larry Brummett, Chairman of the
Board, President, and Chief Executive
Officer
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Larry
Brummett 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 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, the undersigned
certify that to the best of their knowledge and belief, the registrant meets
all the requirements for filing on Form S-8. This registration statement has
been signed below by the following persons in the capacities indicated in the
City of Tulsa and the State of Oklahoma, on this 20th day of June 1996.
LARRY BRUMMETT J. D. NEAL
- ------------------------------- -----------------------------
Larry Brummett J. D. Neal
Chairman of the Board, Vice President,
President, Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
E. G. ANDERSON B. H. MACKIE
- ------------------------------- -----------------------------
E. G. Anderson B. H. Mackie
Director Director
W. M. BELL D. A. NEWSOM
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W. M. Bell D. A. Newsom
Director Director
D. R. CUMMINGS G. D. PARKER
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D. R. Cummings G. D. Parker
Director Director
W. L. FORD J. D. SCOTT
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W. L. Ford J. D. Scott
Director Director
J. M. GRAVES G. R. WILLIAMS, M.D.
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J. M. Graves G. R. Williams, M.D.
Director Director
S. J. JATRAS S. L. YOUNG
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S. J. Jatras S. L. Young
Director Director
D. L. KYLE
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D. L. Kyle
Director
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan has caused
this registration statement to be signed on its behalf by the undersigned in
their capacity as members of the Thrift Plan Committee, thereunto duly
authorized, in the City of Tulsa and the State of Oklahoma, on this 20th day of
June 1996.
THRIFT PLAN FOR EMPLOYEES OF
ONEOK INC. AND SUBSIDIARIES
LARRY BRUMMETT
- -------------------------------
Larry Brummett, Chairman
D. L. KYLE
- -------------------------------
D. L. Kyle, Member
J. D. NEAL
- -------------------------------
J. D. Neal, Member
N. E. DUCKWORTH
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N. E. Duckworth, Secretary
L. F. FORE
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L. F. Fore, Authorized
Representative and Fiduciary
The Plan does not have any officers or directors or persons performing similar
functions other than the committee members whose signatures appear above.
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EXHIBIT INDEX
Page Number or
Exhibit Incorporation by
No. Description Reference to
- ------- ----------------------------- ----------------
(4)(a) Third Restated Certificate of
Incorporation of ONEOK Inc. Exhibit (3)(a) to
Annual Report on
Form 10-K dated
August 31, 1994
(4)(b) Bylaws of ONEOK Inc.,
as Amended Exhibit (3)(b) to
Annual Report on
Form 10-K dated
August 31, 1994
(5) Opinion of Arrington Kihle
Gaberino & Dunn, Inc.
(23)(a) Consent of Arrington Kihle
Gaberino & Dunn, Inc. (See Item 5)
(23)(b) Independent Auditors' Consent
(24) Powers of Attorney (Included on
pages 8, 9, and 10)
(99) Thrift Plan for Employees of ONEOK Inc.
and Subsidiaries, as Amended and Restated
September 21, 1995