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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
ONEOK, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
68267810
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(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
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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1999
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(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 2,605,867
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 2,605,867
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 2,605,867
An additional 19,946,448
shares of Common Stock
issuable in certain
Page 2 of 7
CUSIP NO. 68267810
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) 8.6%
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
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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 2,605,867 shares of Common Stock and 19,946,448
shares of Series A Convertible Preferred Stock. The shares of Common Stock held
by Western constitute 8.6% of the outstanding Common Stock as of November 26,
1999. The shares of Series A Convertible Preferred Stock held by Western would
constitute 39.8% of the outstanding Common Stock as of November 26, 1999 upon
(and after giving effect to) conversion of the Series A Convertible Preferred
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 2,605,867 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 313,333 shares of Common Stock of the Issuer in the 60 day
period immediately preceding November 29, 1999.
Such shares are listed below:
Shares Sold Price Per Share Date of Sale
4,173 $30.1961 09/30/99
8,182 $29.6356 10/01/99
8,181 $30.1950 10/04/99
8,182 $30.1206 10/05/99
8,182 $30.4613 10/06/99
15,627 $29.5959 10/12/99
8,837 $29.5347 10/13/99
10,636 $29.8423 10/14/99
10,636 $29.9293 10/15/99
10,391 $29.8918 10/18/99
9,082 $29.8739 10/19/99
9,818 $29.3964 10/20/99
2,534 $28.8750 10/25/99
7,118 $29.078 11/05/99
12,273 $29.3163 11/08/99
8,182 $29.6706 11/09/99
15,136 $29.0804 11/10/99
15,137 $29.3176 11/11/99
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15,136 $29.0990 11/12/99
16,036 $28.8020 11/15/99
16,037 $29.7790 11/16/99
16,036 $29.6958 11/17/99
16,037 $29.4646 11/18/99
16,036 $29.8584 11/19/99
18,136 $28.1154 11/22/99
6,545 $26.6984 11/23/99
15,955 $27.0401 11/24/99
5,072 $27.4073 11/26/99
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.
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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: November 29, 1999
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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., 4840 West 15th, Suite
1011, Lawrence, Kansas 66049
Dr. Gene A. Budig, President, American League of Professional Baseball Clubs,
245 Park Avenue, 28th Floor, New York, New York 10167
Thomas R. Clevenger, 818 South Kansas Avenue, Topeka, Kansas 66612
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
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