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Registration No. 333-_______
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1997.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONEOK, Inc. KGS 401(k) Thrift Plan
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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)
OKLAHOMA 73-1520922
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
J.D. NEAL DONALD A. KIHLE
Vice President, Chief Financial Gable Gotwals Mock Schwabe Kihle Gaberino
Officer and Treasurer 100 West Fifth Street
ONEOK, Inc. Suite 1000
100 West Fifth Street Tulsa, Oklahoma 74103
Tulsa, Oklahoma 74103 (918) 585-8141
(918) 588-7000
(Name, addresses, and telephone numbers of agents for service)
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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
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered(1) Registered(2) Per Unit (3) Price (4) Fee
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Common stock with
$0.01 par value 3,600,000 $ 36.656 $ 131,961,600 $ 45,504
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Exhibits Index on Page 5.
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(1) 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.
(2) 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 ONEOK, Inc. KGS 401(k) Thrift Plan (hereinafter
referred to as the "Plan") either directly from ONEOK, Inc. (herein
referred to as the "Company"), or from purchases in the open market
during the years of operation of the Plan.
(3) Based on price of $36.656 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 Transaction for
November 25, 1997.
(4) 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
purpose 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:
(1) Annual Report on Form 10-K of ONEOK Inc. (predecessor by
merger to the Company, herein after referred to as "Old
ONEOK") for the year ended August 31, 1997.
(2) Form 8-K reporting the consummation of the merger of ONEOK
Inc. with and into WAI filed November 26, 1997.
(3) Old ONEOK's Proxy Statement dated August 6, 1997 in connection
with its Special Meeting of Shareholders held September 25,
1997.
(4) 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 securities offered.
Holders of ONEOK, Inc. Common Stock are entitled to (1) vote for each share
held of record. 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 right, each right (the Right) entitling the holder to purchase one
one-hundredth (1/100) of a share of Series C Participating Preference Stock par
value $0.01 per share of the Company pursuant to a Rights Agreement between the
Company and a designated rights agent (the "Rights Agreement"). The
designation of Rights (Exhibit 4(c) hereto) is incorporated herein by
reference.
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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 Gable Gotwals Mock Schwabe Kihle Gaberino, 100 West
Fifth Street, Suite 1000, Tulsa, Oklahoma 74103, counsel for the Company. The
firm of Gable Gotwals Mock Schwabe Kihle Gaberino, 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 ONEOK, Inc. upon authorization and
determination either (1) by the board of directors by a majority of a quorum is
not 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 interest 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 obtained by the Company, coverage of Company officers and
directors against liability for neglect, errors, omission, 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 the
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
Oklahoma 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 the 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) Certificate of Incorporation
ONEOK, Inc. Exhibit (3.1) to Form
S-4 Registration
Statement No.
333-27467
(4)(b) Bylaws of ONEOK, Inc., as Amended Exhibit (3.2) to Form
S-4 Registration
Statement No.
333-27467
(4)(c) Certificate of Description, Exhibit A to Exhibit (3.4)
Preference of Rights of Series C To Form S-4 Registration
Participating Preferred Stock of Statement No. 333-27467
the Corporation
(5) Opinion of Gable Gotwals Mock Schwabe
Kihle Gaberino
(23)(a) Consent of Gable Gotwals Mock Schwabe
Kihle Gaberino (See Item 5)
(23)(b) Independent Auditors' Consent
(23)(c) Independent Auditors' Consent
(24) Powers of Attorney (Included on pages 8,
9, and 10)
(99) ONEOK, Inc. KGS 401(k) Thrift Plan 12 - 69
and Subsidiaries, as Amended and Restated
January 10, 1997.
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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.
(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 of 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 purpose 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 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 or 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 indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In
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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 the 26th day of
November, 1997.
ONEOK, Inc.
By: LARRY BRUMMETT
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Larry Brummett, Chairman of the
Board 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 attorney-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 26th day of November, 1997.
LARRY BRUMMETT J. D. NEAL
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Larry Brummett J. D. Neal
Chairman of the Board, Vice President,
Chief Executive Chief Financial Officer, and
Officer, and Director Treasurer
E. G. ANDERSON STEVEN L. KITCHEN
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E. G. Anderson Steven L. Kitchen
Director Director
W. M. BELL D. L. KYLE
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W. M. Bell D. L. Kyle
Director Director
D. R. CUMMINGS B. H. MACKIE
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D. R. Cummings B. H. Mackie
Director Director
W. L. FORD D. A. NEWSOM
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W. L. Ford D. A. Newsom
Director Director
HOWARD R. FRICKE G. D. PARKER
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Howard R. Fricke G. D. Parker
Director Director
J. M. GRAVES J. D. SCOTT
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J. M. Graves J. D. Scott
Director Director
S. J. JATRAS S. L. YOUNG
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S. J. Jatras S. L. Young
Director 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 registrant's Thrift Plan Committee, the
administrator of the Plan, duly authorized, in the City of Tulsa and the State
of Oklahoma, on this 26th day of November, 1997.
ONEOK, INC. KGS 401(k) THRIFT PLAN
LARRY W. BRUMMETT
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Larry W. Brummett, Chairman
DAVID L. KYLE
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David L. Kyle, Member
BARRY D. EPPERSON
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Barry D. Epperson, Member
JAMES C. KNEALE
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James C. Kneale, Member
JERRY D. NEAL
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Jerry D. Neal, Member
DEBORAH B. BARNES
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Deborah B. Barnes, Secretary
LEROY F. FORE
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LeRoy F. Fore, Authorized
Representative and Fiduciary
This 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
EXHIBIT Page Number or
NUMBER DESCRIPTION Incorporation by
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(4)(a) Certificate of Incorporation
ONEOK, Inc. Exhibit (3.1) to Form
S-4 Registration
Statement No.
333-27467
(4)(b) Bylaws of ONEOK, Inc., as Amended Exhibit (3.2) to Form
S-4 Registration
Statement No.
333-27467
(4)(c) Certificate of Description, Exhibit A to Exhibit (3.4)
Preference of Rights of Series C To Form S-4 Registration
Participating Preferred Stock of Statement No. 333-27467
the Corporation
(5) Opinion of Gable Gotwals Mock Schwabe
Kihle Gaberino
(23)(a) Consent of Gable Gotwals Mock Schwabe
Kihle Gaberino (See Item 5)
(23)(b) Independent Auditors' Consent
(23)(c) Independent Auditors' Consent
(24) Powers of Attorney (Included on pages 8,
9, and 10)
(99) ONEOK, Inc. KGS 401(k) Thrift Plan 12 - 69
and Subsidiaries, as Amended and Restated
January 10, 1997.