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
May 30, 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
Western Resources, Inc. and its wholly-owned subsidiary, Westar
Industries, Inc. (collectively "Western"), delivered a sale notice
(the "Sale Notice") on May 30, 2002 to ONEOK, Inc. ("ONEOK") giving
notice of their intent to sell 4,714,434 shares of common stock, par
value $.01 per share (the "Common Stock"), of ONEOK and 19,946,448
shares of Series A Convertible Preferred Stock, par value $.01 per
share (the "Preferred Stock") of ONEOK (collectively, with the Common
Stock, the "Sale Securities") representing all of the Common Stock
and Preferred Stock of ONEOK beneficially owned by Western.
Pursuant to the terms of the Shareholder Agreement between ONEOK and
Western dated November 26, 1997, the delivery of the Sale Notice to
ONEOK gives ONEOK or its designee the option to purchase, for a period
of 90 days after the date of the Sale Notice, all, but not less than
all, of the Sale Securities at a price equal to 98.5% of the average
of the closing prices of ONEOK's Common Stock (the "Market Price")
during the 20 trading days prior to the date of the Sale Notice. This
sale period can be extended 30 days after regulatory approvals, but
not to exceed 180 days after the date of the Sale Notice. If ONEOK
fails to exercise its rights to purchase the Sale Securities within
the designated time frame, then ONEOK has two options:
(a) ONEOK may inform Western in writing that it will reimburse
Western for the aggregate difference between the Market Price as
of the date of the Sale Notice and the Market Price as of the
date of Western's completing a sale of the Sale Securities, with
such sale being completed within the latter of 180 days from the
date of the Sale Notice or 30 days from receipt of all necessary
regulatory approvals; or
(b) If ONEOK does not notify Western of its agreement to reimburse
Western as stated above, then Western has 16 months from the date
of the Sale Notice to complete a sale to third party. If such
sale is not completed within such 16-month period, the Sale
Securities will once again become subject to the sale provisions
under the Shareholder Agreement.
Item 7. Financial Statements, ProForma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) ProForma Financial Information
Not applicable
(c) Exhibits
99.a Press Release Issued by ONEOK, Inc. dated May 30, 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: June 3, 2002 By: /s/ Jim Kneale
---------------------------------
Jim Kneale
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
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