-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, BXfMagyCQS8Cy+RCxcb170Go3kBujxt754n70ZPbfcWu1nidB39hUl9IaPaiaEX3 oOd8ZPQLDpPPACoQ+WaToQ== 0000074154-95-000008.txt : 19950111 0000074154-95-000008.hdr.sgml : 19950111 ACCESSION NUMBER: 0000074154-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940831 FILED AS OF DATE: 19950110 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONEOK INC CENTRAL INDEX KEY: 0000074154 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 730383100 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02572 FILM NUMBER: 95500773 BUSINESS ADDRESS: STREET 1: 100 W FIFTH ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185887000 FORMER COMPANY: FORMER CONFORMED NAME: OKLAHOMA NATURAL GAS CO DATE OF NAME CHANGE: 19810111 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1994 COMMISSION FILE NUMBER 1-2572 ONEOK Inc. 100 West Fifth Street, Tulsa, OK 74103 (918) 588-7000 IRS EMPLOYER INCORPORATED IN IDENTIFICATION NO. DELAWARE 73-0383100 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common stock, without par value New York Stock Exchange Chicago Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Preferred stock, $50 par value, Series A, 4 3/4% cumulative Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Based on the closing price of October 1, 1994, the aggregate market value of the voting stock held by nonaffiliates of the registrant was: Common stock, without par value, $439.1 million; Preferred stock, $50 par value, Series A, 4 3/4% cumulative, $4.9 million. The number of common shares outstanding of the registrant was 26,690,004 as of October 1, 1994. DOCUMENTS INCORPORATED BY REFERENCES: (1) Annual Report to Shareholders for the year ended August 31, 1994 ...................Parts I, II, and IV (2) Proxy Statement for Shareholder meeting on January 19, 1995 .....................................Part III The Exhibit Index is located on pages 30-32. Page 1 of 220 1 1994 Annual Report ON FORM 10-K ONEOK Inc. Page No. PART I Item 1. Business 3 - 16 Item 2. Properties 16 - 20 Item 3. Legal Proceedings 21 - 25 Item 4. Results of Votes of Security Holders 25 - 27 PART II Item 5. Market Price and Dividends on the Registrant's Common Stock and Related Shareholder Matters 27 Item 6. Selected Financial Data 28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28 Item 8. Financial Statements and Supplementary Data 28 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 28 PART III Item 10. Directors, Executive Officers, Promoters, and Control Persons of the Registrant 28 - 29 Item 11. Executive Compensation 29 Item 12. Security Ownership of Certain Beneficial Owners and Management 29 Item 13. Certain Relationships and Related Transactions 29 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 30 -220 2 Page Number or Incorporation by Reference to (10)(k) Credit Agreement between 100-177 ONEOK Inc. and Bank of America National Trust and Savings Association, dated August 20, 1993 (10)(l) First Amendment to Credit 178-184 Agreement between ONEOK Inc. and Bank of America National Trust and Savings Association, dated August 18, 1994 (10)(m) Private Placement Agreement Exhibit (10)(l) to between ONEOK Inc. and Annual Report on Paine Webber Incorporated, Form 10-K dated dated April 6, 1993 August 31, 1993 (Medium-term Notes, Series A, up to U.S. $150,000,000) (10)(n) Issuing and Paying Agency Exhibit (10)(l) to Agreement between Bank America Annual Report on Trust Company of New York, Form 10-K dated as Issuing and Paying Agent, August 31, 1993 and ONEOK Inc. (Medium-term Notes, Series A, up to U.S. $150,000,000) (13) Pages 28 through 49 of the 185-206 1994 Annual Report to Shareholders for ONEOK Inc. (22) Required information concerning the registrant's subsidiaries is included in Item 1. of this document. (24) Independent Auditors' Consent 207 (28) History of Gas Pricing Exhibit (99) to Annual Report on Form 10-K dated August 31, 1993 (99) Form 11-K financial statements 208-220 for Thrift Plan pursuant to Rule 15d-21 32 Exhibit (99) SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended August 31, 1994 THRIFT PLAN FOR EMPLOYEES OF ONEOK INC. AND SUBSIDIARIES ONEOK Inc. 100 West Fifth Street Tulsa, Oklahoma 74103 208 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Assets August 31, 1994 and 1993 1994 1993 Investments, at fair value: Securities of ONEOK Inc.: Common stock, 3,802,614 and 3,055,790 shares (cost of $60,211,100 and $44,108,500), respectively $ 68,447,000 $65,699,600 Preferred stock, Series A, 4-3/4%, 9,126 and 9,934 shares (cost of $197,900 and $203,400), respectively 253,200 281,900 United States Government Series "E" and "EE" Bonds, 21,700 and 23,500 units (cost of $488,700 and $531,100), respectively 1,330,700 1,353,200 Insured Pooled Investment Account, 5,983,018 and 7,495,692 units (cost of $29,846,300 and $36,162,200), respectively 29,846,300 36,162,200 Pooled Standard & Poor 500 Index Fund, 5,097,051 and 5,534,930 units (cost of $9,311,600 and $9,744,700), respectively 11,514,700 11,897,400 Pooled Group Investment Contract Funds, 427,477 and 567,517 units (cost of $505,600 and $663,400), respectively 678,800 857,700 American Performance Equity Fund Account, 1,256,064 and 1,011,810 units (cost of $1,291,500 and $1,005,900), respectively 1,404,300 1,071,600 American Performance Bond Fund, 1,619,497 and 1,750,107 units (cost of $1,862,200 and $1,987,500), respectively 1,934,500 2,112,000 Participant loans 6,803,200 6,202,900 Cash and equivalents 1,598,100 - Total investments representing plan equity $ 123,810,800 125,638,500 See accompanying notes to financial statements. 209 Page 1.1 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1994 ONEOK ONEOK Insured Pooled Inc. Inc. Series Pooled Pooled Group Common Preferred Series "EE" Investment S&P 500 Investment Stock Stock "E" Bonds Bonds Account Index Contracts Investment income: Dividends $ 3,778,000 22,000 - - - - - Interest - - 24,300 36,400 1,110,000 471,300 59,100 Net investment income 3,778,000 22,000 24,300 36,400 1,110,000 471,300 59,100 Gain on sale of securities 285,600 - - - - - - Increase (decrease) in unrealized appreciation (11,757,100) (23,200) 14,200 5,700 - 50,400 (21,100) Cash contributions: Employer 2,142,900 - - - 762,600 574,500 - Employees 2,969,400 - - - 1,001,300 838,700 - 5,112,300 - - - 1,763,900 1,413,200 - Withdrawals by participants (2,799,800) (5,400) - - (1,831,600) (300,300) (16,700) Transfers 8,128,400 (22,100) (31,800) (71,300) (7,358,200) (2,017,300) (200,200) Net increase (decrease) in plan equity 2,747,400 (28,700) 6,700 (29,200) (6,315,900) (382,700) (178,900) Plan equity at beginning of year 65,699,600 281,900 636,000 717,200 36,162,200 11,897,400 857,700 Plan equity at end of year $ 68,447,000 253,200 642,700 688,000 29,846,300 11,514,700 678,800
See accompanying notes to financial statements. 210 Page 1.2 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1994 American American Bond Performance Performance Participant Cash and Holding Equity Fund Bond Fund Loans Equivalents Fund Total Investment income: Dividends - - - - - 3,800,000 Interest 18,300 19,500 607,600 16,100 - 2,362,600 Net investment income 18,300 19,500 607,600 16,100 - 6,162,600 Gain on sale of securities - - - - - 285,600 Increase (decrease) in unrealized appreciation 47,100 (52,200) - - - (11,736,200) Cash contributions: Employer 78,200 77,400 - - - 3,635,600 Employees 109,200 121,400 - - - 5,040,000 187,400 198,800 - - - 8,675,600 Withdrawals by participants (1,500) (6,100) (177,900) - (76,000) (5,215,300) Transfers 81,400 (337,500) 170,600 1,582,000 76,000 - Net increase (decrease) in plan equity 332,700 (177,500) 600,300 1,598,100 - (1,827,700) Plan equity at beginning of year 1,071,600 2,112,000 6,202,900 - - 125,638,500 Plan equity at end of year 1,404,300 1,934,500 6,803,200 1,598,100 - 123,810,800
See accompanying notes to financial statements. 210-A Page 2.1 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1993 ONEOK ONEOK Insured Pooled Inc. Inc. Series Pooled Pooled Group Common Preferred Series "EE" Investment S&P 500 Investment Stock Stock "E" Bonds Bonds Account Index Contracts Investment income: Dividends $ 3,264,900 25,900 - - - - - Interest 16,900 - 39,900 34,100 1,090,900 182,100 37,700 Net investment income 3,281,800 25,900 39,900 34,100 1,090,900 182,100 37,700 Gain on sale of securities 3,713,100 - - - - - - Increase (decrease) in unrealized appreciation 10,457,300 46,500 3,700 14,400 - 1,156,700 13,500 Cash contributions: Employer 1,898,800 - - - 903,400 567,700 - Employees 2,602,400 - - - 1,200,400 805,900 - 4,501,200 - - - 2,103,800 1,373,600 - Withdrawals by participants (1,635,100) (63,500) - - (4,259,200) (336,700) (69,000) Transfers (6,321,000) (25,900) (54,800) (71,600) 2,391,600 1,707,100 (118,100) Net increase (decrease) in plan equity 13,997,300 (17,000) (11,200) (23,100) 1,327,100 4,082,800 (135,900) Plan equity at beginning of year 51,702,300 298,900 647,200 740,300 34,835,100 7,814,600 993,600 Plan equity at end of year $ 65,699,600 281,900 636,000 717,200 36,162,200 11,897,400 857,700
See accompanying notes to financial statements. 211 Page 2.2 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1993 American American Bond Performance Performance Participant Holding Equity Fund Bond Fund Loans Fund Total Investment income: Dividends - - - - 3,290,800 Interest 8,000 15,400 533,500 - 1,958,500 Net investment income 8,000 15,400 533,500 - 5,249,300 Gain on sale of securities - - - - 3,713,100 Increase (decrease) in unrealized appreciation 128,200 103,300 - - 11,923,600 Cash contributions: Employer 78,900 49,400 - - 3,498,200 Employees 114,700 77,900 - - 4,801,300 193,600 127,300 - - 8,299,500 Withdrawals by participants (216,000) (35,300) (73,300) (67,100) (6,755,200) Transfers 94,500 1,289,900 1,041,200 67,100 - Net increase (decrease) in plan equity 208,300 1,500,600 1,501,400 - 22,430,300 Plan equity at beginning of year 863,300 611,400 4,701,500 - 103,208,200 Plan equity at end of year 1,071,600 2,112,000 6,202,900 - 125,638,500
See accompanying notes to financial statements. 211-A Page 3.1 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1992 ONEOK ONEOK Insured Pooled Inc. Inc. Series Pooled Pooled Group Common Preferred Series "EE" Investment S&P 500 Investment Stock Stock "E" Bonds Bonds Account Index Contracts Investment income: Dividends $ 3,039,900 29,700 - - - - - Interest 24,300 100 1,400 1,100 1,401,100 300,800 94,900 Net investment income 3,064,200 29,800 1,400 1,100 1,401,100 300,800 94,900 Gain on sale of securities 1,984,600 - - - - - - Increase (decrease) in unrealized appreciation 7,766,200 31,600 42,000 51,700 - 89,100 (13,600) Cash contributions: Employer 1,752,100 - - - 983,300 432,000 34,100 Employees 2,411,900 - - - 1,316,000 630,100 49,400 4,164,000 - - - 2,299,300 1,062,100 83,500 Withdrawals by participants (2,885,700) - - - (1,870,100) (404,400) (91,900) Transfers (9,137,800) (34,300) (1,600) (3,600) 5,100,100 2,574,800 (609,800) Net increase (decrease) in plan equity 4,955,500 27,100 41,800 49,200 6,930,400 3,622,400 (536,900) Plan equity at beginning of year 46,746,800 271,800 605,400 691,100 27,904,700 4,192,200 1,530,500 Plan equity at end of year $ 51,702,300 298,900 647,200 740,300 34,835,100 7,814,600 993,600
See accompanying notes to financial statements. 212 Page 3.2 of 3 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Statements of Income and Changes in Plan Equity Years ended August 31, 1994, 1993 and 1992
1992 American American Bond Performance Performance Participant Holding Equity Fund Bond Fund Loans Fund Cash Total Investment income: Dividends - - - - - 3,069,600 Interest (3,600) 1,100 453,300 - - 2,274,500 Net investment income (3,600) 1,100 453,300 - - 5,344,100 Gain on sale of securities - - - - - 1,984,600 Increase (decrease) in unrealized appreciation (62,600) 21,200 - - - 7,925,600 Cash contributions: Employer 65,000 25,600 - - - 3,292,100 Employees 92,100 40,300 - - - 4,539,800 157,100 65,900 - - - 7,831,900 Withdrawals by participants (13,600) (15,400) (164,000) (6,400) (200) (5,451,700) Transfers 786,000 538,600 794,600 (7,000) - - Net increase (decrease) in plan equity 863,300 611,400 1,083,900 (13,400) (200) 17,634,500 Plan equity at beginning of year - - 3,617,600 13,400 200 85,573,700 Plan equity at end of year 863,300 611,400 4,701,500 - - 103,208,200
See accompanying notes to financial statements. 212-A THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Notes to Financial Statements August 31, 1994, 1993 and 1992 (1) Description of Plan A brief description of the Thrift Plan for Employees of ONEOK Inc. and Subsidiaries (the "Plan") follows and is provided for general information only. Participants should refer to the full text of the Plan for more complete information. ONEOK Inc., the Plan sponsor, is hereinafter referred to as "the Company." General The Plan is a defined contribution plan which covers all employees of the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participation and Contributions An employee may begin participation on the first day of the month following employment. Participants may make pre-tax deferrals by depositing with the Trustee payroll deductions of up to a maximum of 14% of their basic compensation if certain deferral limitations are not exceeded. Participants may make after-tax deposits of any whole percentage of their basic compensation up to a maximum of 6% as long as the total of pre-tax deferrals and after-tax deposits does not exceed 16%. After one year of service, the Company will match 100% of pre-tax deferrals and after-tax deposits, up to a maximum of 6%. The combined total of pre-tax deferrals, after-tax deposits, and Company matching contributions cannot exceed the lesser of $30,000 or 25% of the participant's annual compensation. (2) Summary of Significant Accounting Policies Investments Investments are stated at fair values based on the estimated current market value of the respective investments at the end of the year. All investments are held by Bank of Oklahoma, N.A., as Trustee. When available, current market value is determined based on published market quotes and trading activity of the underlying investment securities. Gains and Losses from Sale of Investments Gains and losses resulting from the sale of investments are differences between the average cost of specific investments sold and proceeds received. Transactions are recorded on a trade date basis. 213 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Notes to Financial Statements, Continued Administrative Costs The Company pays all costs and expenses for administering the Plan, including expenses of the Committee and fees and expenses of the Trustee, except for brokerages, commissions, investment management fees, and transfer taxes applicable to investment of securities or investments acquired or sold for a participant's account. Income Taxes The Plan is a qualified trust under Section 401(a) and qualifies under the provision of Section 501(a) of the Internal Revenue Code, and is exempt from federal income taxes. The plan has received a favorable determination letter. (3) Investment of Funds The participants have the right to designate investment of their account balances, including their contributions and deferrals and the Company's matching contributions. Investment options are changed from time to time by the administrative committee of the Plan. Currently, these options are as follows: Common Stock of the Company - Stock is purchased and sold on the open market. Pooled S&P 500 Index Fund - Invests primarily in the 500 stocks included in Standard & Poor's 500 Index. Insured Pooled Investment Account - Invests in insured bank certificates of deposit or other such investments as designated by the administrative committee. American Performance Equity Fund - Invests primarily in "blue chip" stocks. American Performance Bond Fund - Invests primarily in bonds issued or guaranteed by the U.S. government or its agencies. If no investment option is elected by the participant, the funds are invested in the insured pooled investment account. Participants may direct the investment of their account balances under more than one option. However, the minimum investment that can be directed to any one option is 25%. The participants may direct the sale or other disposition of securities in their account and may change their investment instructions to the Trustee at intervals as provided in the Plan. Neither the Company nor the Trustee guarantees the value of the investments nor do they indemnify any employee against any loss that may result from such investments. 214 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Notes to Financial Statements, Continued All interest, dividends, and other income received by the Trustee and all gains and losses from the sale of securities are credited or charged to the respective participant's account. The cost charged to a participant's account for securities purchased is the average cost for all such securities purchased during the month. Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase or sale of securities are added to the cost of the securities purchased or deducted from the proceeds of the sale. Company contributions to the account of a participant and any income and earnings are immediately vested upon receipt by the Trustee (subject to subsequent loss through decline in value of investments). Upon termination of the Plan, each of the participants will receive distribution of the entire balance of their account. The number of participants electing the various current investment options was as follows: August 31, 1994 1993 1992 Investment Option Common Stock of ONEOK Inc. 1,560 1,457 1,358 Insured Pooled Investment Account 672 812 916 Pooled S&P 500 Index Fund 610 606 588 American Performance Equity Fund 135 107 144 American Performance Bond Fund 98 87 54 Participants may borrow from the Plan pursuant to Section 408(b)(1) of the ERISA, as amended. Loans may not exceed 50% of the nonforfeitable accrued benefit of the participant. Participant loans are stated at cost which represents estimated market value. (4) Unrealized Appreciation of Investments The current market value, average cost and net unrealized appreciation of investments are summarized as follows: August 31, 1994 1993 1992 Current market value $ 123,810,800 125,638,500 103,208,200 Average cost 110,518,100 100,609,600 90,102,900 Net unrealized appreciation $ 13,292,700 25,028,900 13,105,300 215 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Notes to Financial Statements, Continued (5) Gain on Sale of Securities The aggregate proceeds and aggregate average cost relating to investments sold at a gain are summarized as follows: Year ended August 31, 1994 1993 1992 ONEOK Inc. Common Stock: Aggregate proceeds $ 1,861,400 10,352,800 11,531,300 Aggregate average cost 1,575,800 6,639,700 9,546,700 Net gain $ 285,600 3,713,100 1,984,600 (6) Supplementary Schedules No schedules of Transactions with Parties in Interest, Loans or Fixed Income Obligations in Default or Uncollectible, or Leases in Default or Uncollectible are presented due to the absence of these items as of August 31, 1994, and for the year then ended. 216 Schedule 1 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Item 27a - Schedule of Assets Held for Investment Purposes August 31, 1994 Party-in Identity Interest of Issue Current Borrower, Identifi- Lessor or Description cation Similar Party of Investment Cost Value * ONEOK Inc. Common stock without par value $ 60,211,100 68,447,000 * ONEOK Inc. 4-3/4% cumulative preferred stock 197,900 253,200 - Series "E" U.S. Government Bonds securities 161,600 642,700 - Series "EE" U.S. Government Bonds securities 327,100 688,000 * Bank of Certificates of Oklahoma deposit 29,846,300 29,846,300 Insured Pooled Investment Account - Pooled S&P Stocks included 500 Index in S&P 500 Index 9,311,600 11,514,700 * Bank of Common fund 505,600 678,800 Oklahoma Pooled Group Investment Contract Funds * American Performance Mutual fund 1,291,500 1,404,300 Equity Fund * American Performance Mutual fund 1,862,200 1,934,500 Bond Fund * ONEOK Inc. Participant loans at varying 6,803,200 6,803,200 interest rates and maturity dates - Cash and equivalents Highly liquid temporary 1,598,100 1,598,100 investments, including interest bearing cash deposits *Party-in-interest 217 Schedule 2 THRIFT PLAN FOR EMPLOYEES OF ONEOK Inc. AND SUBSIDIARIES Item 27d - Schedule of Reportable Transactions Year ended August 31, 1994 Identity of Party Description Purchase Selling Lease Involved of Asset Price Price Rental *ONEOK Inc. Common stock without par value $ 18,349,440 - - *Bank of Insured pooled Oklahoma investment account - 10,483,662 - Current Expenses Value of Identity Incurred Asset on of Party Description With Transaction Gain Involved of Asset Transaction Cost Date (Loss) *ONEOK Inc. Common stock without par value $ - 18,349,440 18,349,440 - *Bank of Insured Oklahoma pooled investment account - 10,483,662 10,483,662 - *Series of transactions 218 KPMG Peat Marwick LLP 700 First Oklahoma Tower Oklahoma City, OK 73102-5671 1600 One Williams Center Tulsa, OK 74172-0168 Independent Auditors' Report The Administrative Committee Thrift Plan for Employees of ONEOK Inc. and Subsidiaries: We have audited the accompanying statements of assets of the Thrift Plan for Employees of ONEOK Inc. and subsidiaries as of August 31, 1994 and 1993, and the related statements of income and changes in plan equity for each of the years in the three- year period ended August 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the equity of the Plan as of August 31, 1994 and 1993, and the changes in plan equity for each of the years in the three-year period ended August 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules included herein are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of assets and the statements of income and changes in plan equity is presented for purposes of additional analysis rather than to present the assets and changes in plan equity of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG PEAT MARWICK LLP Tulsa, Oklahoma October 14, 1994 219 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Thrift Plan Committee has duly caused this Annual Report on Form 11-K to be signed on its behalf by the undersigned, hereunto duly authorized. THRIFT PLAN FOR EMPLOYEES OF ONEOK INC. AND SUBSIDIARIES Date: December 29,1994 By: * Larry W. Brummett, Chairman Thrift Plan Committee *Intentionally not signed. Form 11-K submitted only as an exhibit to furnish information required by Form 10-K. 220 -----END PRIVACY-ENHANCED MESSAGE-----