-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G5v8cOcaHtdw0D8S93amdKAB4dWsf3W0LavXFgz8WbdmuxDAyBylex9Ir5xqtpSz cRVLKlHRqPdv+doJv9gEvw== 0000054507-00-000007.txt : 20000203 0000054507-00-000007.hdr.sgml : 20000203 ACCESSION NUMBER: 0000054507-00-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONEOK INC /NEW/ CENTRAL INDEX KEY: 0001039684 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 731520922 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55713 FILM NUMBER: 513933 BUSINESS ADDRESS: STREET 1: 100 WEST 5TH ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185887000 MAIL ADDRESS: STREET 1: 100 WEST 5TH ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: WAI INC DATE OF NAME CHANGE: 19970519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN RESOURCES INC /KS CENTRAL INDEX KEY: 0000054507 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 480290150 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 818 KANSAS AVE CITY: TOPEKA STATE: KS ZIP: 66612 BUSINESS PHONE: 9135756300 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920507 SC 13D/A 1 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 AMENDMENT NO. 2 ONEOK, INC. ---------------------- (Name of Issuer) Common Stock, Par Value $.01 per share ------------------------------------------------------ (Title of Class of Securities) 68267810 ---------------------- (CUSIP Number) Richard D. Terrill Executive Vice President, General Counsel and Corporate Secretary Western Resources, Inc. 818 South Kansas Avenue Topeka, Kansas 66612 (785)575-6322 - ------------------------------------------------------------------------------ (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2000 - -------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisitions which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. CUSIP NO. 68267810 1. NAME OF REPORTING PERSON Western Resources, Inc. S.S. OR I.R.S. IDENTIFICATION NO. 48-0290150 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) |_| A GROUP (B) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS n/a 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Kansas NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: 7. SOLE VOTING POWER 2,184,355 An additional 19,946,448 shares of Common Stock issuable in certain circumstances in the event of the conversion (the conditions for which are not expected to occur within the next 60 days) of 19,946,448 shares of Series A Convertible Preferred Stock. 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 2,184,355 An additional 19,946,448 shares of Common Stock issuable in certain circumstances in the event of the conversion (the conditions for which are not expected to occur within the next 60 days) of 19,946,448 shares of Series A Convertible Preferred Stock. 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,184,355 An additional 19,946,448 shares of Common Stock Page 2 of 6 CUSIP NO. 68267810 issuable in certain circumstances in the event of the conversion (the conditions for which are not expected to occur within the next 60 days) of 19,946,448 shares of Series A Convertible Preferred Stock. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.46% Up to 45.0% of the Common Stock outstanding in the event of conversion (the conditions for which are not expected to occur within the next 60 days) of Series A Convertible Preferred Stock. 14. TYPE OF REPORTING PERSON CO Page 3 of 6 Item 1. Security and Issuer. This statement on Schedule 13D ("Statement") is filed by Western Resources, Inc. ("Western") and relates to the Common Stock, par value $.01 per share ("Common Stock"), of ONEOK, Inc., an Oklahoma corporation (the "Issuer"). The principal executive offices of the Issuer are located at 100 West Fifth Street, Tulsa, Oklahoma 74103. Item 2. Identity and Background. No change. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. No change. Item 5. Interest in Securities of Issuer. (a) Western beneficially owns 2,184,355 shares of Common Stock and 19,946,448 shares of Series A Convertible Preferred Stock. The shares of Common Stock held by Western constitute 7.46% of the outstanding Common Stock as of January 25, 2000. Upon conversion of the shares of Series A Convertible Preferred Stock, Western would beneficially own 45% of the outstanding Common Stock; however such shares are not currently convertible and Western does not expect the conditions for conversion to occur within the next 60 days. (b) Western has sole power to vote and to dispose of the 2,184,355 shares of Common Stock, and any shares of Common Stock owned following conversion of the 19,946,448 shares of Series A Convertible Preferred Stock. (c) Western sold 421,512 shares of Common Stock of the Issuer in the period since November 29, 1999. Such shares are listed below: Shares Sold Price Per Share Date of Sale 17,182 $26.6461 11/29/1999 13,500 $26.9564 12/01/1999 17,182 $27.6196 12/02/1999 17,182 $28.1253 12/03/1999 17,591 $28.8410 12/06/1999 17,591 $28.1003 12/07/1999 17,591 $27.5288 12/08/1999 17,591 $27.4012 12/09/1999 17,590 $27.0378 12/10/1999 19,473 $26.8002 12/13/1999 97,200 $26.6678 12/14/1999 7,200 $26.3750 12/16/1999 17,764 $24.7907 01/04/2000 17,836 $24.7081 01/05/2000 12,109 $24.8653 01/06/2000 8,018 $25.4031 01/07/2000 14,319 $25.6214 01/10/2000 19,718 $25.6691 01/11/2000 2,431 $26.4886 01/19/2000 9,082 $26.2055 01/20/2000 15,627 $27.2667 01/21/2000 9,981 $27.9198 01/24/2000 17,754 $27.3494 01/25/2000 Page 4 of 6 All such shares were required to be sold by Western to the Issuer by the Shareholder Agreement dated as of November 27, 1997 between the Issuer and Western as a result of the Issuer's open market purchases of Common Stock in a share repurchase program. Except as set forth in this Statement, neither Western, nor, to the best of Western's knowledge, any executive officer or director of the Western, beneficially owns any Common Stock or has engaged in any transaction in any such shares during the sixty day period immediately preceding the date hereof. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. Item 7. Materials to be Filed as Exhibits. Exhibit 1 Identity of Executive Officers and Directors of Western Resources, Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WESTERN RESOURCES, INC. By: /s/ Richard D. Terrill Richard D. Terrill Executive Vice President, General Counsel and Corporate Secretary Dated: January 26, 2000 Page 5 of 6 EXHIBIT 1 Executive Officers and Directors of Western Resources, Inc. WESTERN RESOURCES, INC. - EXECUTIVE OFFICERS: David C. Wittig, Chairman of the Board, President and Chief Executive Officer, 818 South Kansas Avenue, Topeka, Kansas 66612 Thomas L. Grennan, Executive Vice President, Electric Operations, 818 South Kansas Avenue, Topeka, Kansas 66612 Carl M. Koupal, Jr., Executive Vice President, Chief Administrative Officer, 818 South Kansas Avenue, Topeka, Kansas 66612 Douglas T. Lake, Executive Vice President, Chief Strategic Officer, 818 South Kansas Avenue, Topeka, Kansas 66612 William B. Moore, Executive Vice President, Chief Financial Officer, 818 South Kansas Avenue, Topeka, Kansas 66612 Richard D. Terrill, Executive Vice President, General Counsel and Corporate Secretary, 818 South Kansas Avenue, Topeka, Kansas 66612 WESTERN RESOURCES, INC. - DIRECTORS: David C. Wittig, Chairman of the Board, President and Chief Executive Officer, 818 South Kansas Avenue, Topeka, Kansas 66612 Frank J. Becker, President, Becker Investments, Inc., 1441 Wakarusa Dr., Suite 200, Lawrence, Kansas 66049 Dr. Gene A. Budig, President, American League of Professional Baseball Clubs, 245 Park Avenue, 28th Floor, New York, New York 10167 Charles Q. Chandler, IV, Chairman of the Board, President and Chief Executive Officer, INTRUST Bank, 105 N. Main St., Wichita, KS 67202 John C. Dicus, Chairman of the Board and Chief Executive Officer, Capitol Federal Savings Bank MHC, 700 South Kansas Avenue, Topeka, Kansas 66603 David H. Hughes, 818 South Kansas Avenue, Topeka, Kansas 66612 Russell W. Meyer, Chairman and Chief Executive Officer, Cessna Aircraft Company, One Cessna Blvd., Wichita, Kansas 67215 Jane Dresner Sadaka, 818 South Kansas Avenue, Topeka, Kansas 66612 Louis W. Smith, President and Chief Financial Officer, Ewing Marion Kauffman Foundation, 4801 Rockhill Road, Kansas City, Missouri 64110-2046 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----