SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 5, 2002
(Date of earliest event reported)
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 001-13643 73-1520922
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip code)
(918) 588-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On August 5, 2002, ONEOK, Inc. (the "Company") launched a
tender offer for its $40,000,000 aggregate principal amount of
outstanding 8.44% Senior Notes ("8.44% Notes") due January 31,
2004 and its $24,000,000 aggregate principal amount of
outstanding 8.32% Senior Notes ("8.32% Notes") due July 31,
2007 (the 8.44% Notes and 8.32% Notes are collectively
referred to herein as the "Notes"). The Company is also
soliciting consents to proposed amendments to the agreements
for both sets of Notes that would effectively eliminate most
of their restrictive covenants.
The purpose of the tender offer and consent solicitation is to
acquire any and all outstanding Notes and to obtain the
consents to the proposed amendments.
The tender offer and consent solicitation will both expire at
5:00 p.m., New York City time, on August 20, 2002, unless
extended or earlier terminated.
The tender offer is not conditioned upon the success of the
consent solicitation and the consent solicitation is not
conditioned upon the results of the tender offer. Holders may
tender Notes without delivering consents or deliver consents
without tendering Notes, or they may elect to do both.
Holders of 8.44% Notes who elect to tender their Notes in the
tender offer would receive $1,058.75 per $1,000 principal
amount, excluding accrued interest; holders of 8.32% Notes who
elect to tender their Notes in the tender offer would receive
$1,022.00 per $1,000 principal amount, excluding accrued
interest.
If consents are obtained from the holders of not less than
66-2/3% in aggregate principal amount of each of the 8.44%
Notes and the 8.32% Notes and the other conditions of the
consent solicitation are satisfied, the Company will effect
the amendments and will pay a 3% consent fee ($30.00 per
$1,000 principal amount) to each holder, whether or not the
holder delivered a consent.
Assuming all conditions to the tender offer and consent
solicitation are satisfied, a holder of 8.44% Notes who elects
to tender those Notes in the tender offer would receive
$1,088.75 per $1,000 principal amount, excluding accrued
interest, and a holder of 8.32% Notes who elects to tender
8.32% Notes in the tender offer would receive $1,052.00 per
$1,000 principal amount, excluding accrued interest.
The purchase price for Notes tendered pursuant to the tender
offer will be payable promptly after validly tendered Notes
are accepted for payment pursuant to the offer. The consent
fee will be payable promptly after the Company receives the
requisite consents from the holders of each series of Notes
and the other conditions to the consent solicitation are
satisfied.
The detailed terms and conditions of the tender offer and
consent solicitation are
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contained in the offer to purchase and consent solicitation
statement dated August 5, 2002, which has been furnished to
holders of the Notes. Consummation of the tender offer and
consent solicitation, and payment of the purchase price for
Notes tendered pursuant to the tender offer or the consent fee
pursuant to the consent solicitation are subject to various
conditions that are described in the offer.
The Company continues to evaluate its alternatives with
respect to the possible repurchase of its common and preferred
stock from Westar Industries (formerly Western Resources). The
tender offer should not be interpreted as a decision to
purchase or not purchase the shares.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) ProForma Financial Information
Not applicable.
(c) Exhibits
99.1 Press Release Issued by ONEOK, Inc. dated
August 5, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONEOK, Inc.
Date: August 7, 2002 By: /s/ Jim Kneale
---------------------------------
Jim Kneale
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
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