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 22, 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 22, 2002 ONEOK, Inc. (the "Company") announced that it will
not purchase Westar Industries, Inc.'s 42.5 percent stake in the
Company. Westar Industries, Inc., a wholly owned subsidiary of Westar
Energy, Inc. (formerly known as Western Resources, Inc.), offered the
stake to the Company on May 30, 2002 under the terms of Westar's
Shareholder Agreement with the Company. Westar's equity holdings in
the Company consist of approximately 4.7 million shares of common
stock and 19.9 million shares of series A convertible preferred stock,
which Westar acquired in 1997 as consideration for the Company's
purchase of Westar's gas distribution assets in Kansas.
Following Westar's sale notice, the Company had 90 days, until August
28, 2002, to make a decision whether to purchase all the shares at the
$21.77 per share price contained in the sale notice for a total price of
approximately $971.1 million. The total price of $971.1 million is
derived from a calculation which doubles the number of convertible
preferred shares to reflect the previous two-for-one split in the
Company's common stock, making the total number of shares for
calculation purposes 44.6 million shares. Because the Company will not
be purchasing the shares, Westar has until September 30, 2003 to
complete a sale. However, throughout this period, the Shareholder
Agreement, which includes various standstill and other arrangements
applicable to Westar, will remain in effect.
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 22, 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 23, 2002 By: /s/ Jim Kneale
-----------------------------
Jim Kneale
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
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