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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. 7)
ONEOK, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
68267810
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(CUSIP Number)
Larry D. Irick, Esq.
Vice President and Corporate Secretary
Western Resources, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-1625
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 2002
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:
Page 1 of 9
SCHEDULE 13D
CUSIP No. 68267810
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTERN RESOURCES, INC.; 48-0290150
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)
(B)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7 SOLE VOTING POWER
0
-----------------------------------------------
8 SHARED VOTING POWER
4,714,434
NUMBER OF An additional 39,892,896 shares of Common
SHARES Stock issuable in certain circumstances in
BENEFICIALLY the event of the conversion (the conditions
OWNED BY for which are not expected to occur within the
EACH next 60 days) of 19,946,448 shares of
REPORTING Series A Convertible Preferred Stock.
PERSON WITH
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9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
4,714,434
An additional 39,892,896 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.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,434
An additional 39,892,896 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.
Page 2 of 9
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.42%
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.
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 9
SCHEDULE 13D
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CUSIP No. 68267810
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTAR INDUSTRIES, INC. (f/n/a WESTAR CAPITAL, INC.) 48-1092416
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)
(B)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------
8 SHARED VOTING POWER
4,714,434
NUMBER OF An additional 39,892,896 shares of Common
SHARES Stock issuable in certain circumstances in the
BENEFICIALLY event of the conversion (the conditions for
OWNED BY which are not expected to occur within the
EACH next 60 days) of 19,946,448 shares of Series A
REPORTING Convertible Preferred Stock.
PERSON WITH -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
4,714,434
An additional 39,892,896 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.
Page 4 of 9
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,434
An additional 39,892,896 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.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.42%
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.
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") is filed by Western
Resources, Inc. ("Western") and Westar Industries, Inc. (f/n/a Westar
Capital, Inc.), a Kansas corporation and a wholly owned subsidiary of
Western ("Westar" and, together with Western, the "Reporting Persons"), and
relates to the Common Stock, par value $0.01 per share (the "Common
Stock"), of ONEOK, Inc., an Oklahoma corporation (the "Issuer") which
Common Stock is held by Westar. This Statement supplements and amends the
statement on Schedule 13D originally filed by Western with the Commission
on December 5, 1997, as amended by Amendment No. 1, filed with the
Commission on November 29, 1999, Amendment No. 2, filed with the Commission
on January 27, 2000, Amendment No. 3, filed with the Commission on March 8,
2000, Amendment No. 4 filed with the Commission on April 8, 2002, Amendment
No. 5 filed with the Commission on April 26, 2002 and Amendment No. 6 filed
with the Commission on May 23, 2002 (as amended, the "Schedule 13D").
The address of the principal executive offices of the Issuer is:
ONEOK, Inc., 100 West Fifth Street, Tulsa, Oklahoma 74103.
Item 4. Purpose of the Transaction.
The last paragraph of Item 4 is deleted and following disclosure is in
lieu therof (capitalized terms not otherwise defined herein are used
as defined in the Shareholder Agreement filed as Exhibit 3 to this
Schedule 13D):
Page 5 of 9
On May 30, 2002, notice was given pursuant to Section 3.4(b) of the
Shareholder Agreement with ONEOK, Inc. ("ONEOK") of the intention of
Westar Industries, Inc. ("Westar Industries") to sell all of the
common stock and preferred stock of ONEOK owned by Westar Industries
to a third person. As a result of this notice having been given, ONEOK
or its designee has the right to purchase the common stock and
preferred stock at a cash sales price of $21.77 per share for a period
ending on the later of 90 days after May 30, 2002 and 30 days from the
date of receipt of all necessary regulatory approvals, but in no event
later than 180 days after May 30, 2002. If ONEOK does not purchase the
stock during such period, the Company may sell the stock to a third
person within a 16 month period thereafter. A copy of the Sale Notice
sent to ONEOK is attached as an exhibit hereto.
The Reporting Persons have engaged JPMorgan to advise them with
respect to this matter.
Item 7. Material to be Filed as Exhibits.
The following is added as an exhibit to this Schedule 13D:
Exhibit 5 - Sale Notice dated May 30, 2002 addressed to ONEOK, Inc.
from Western Resources, Inc. and Westar Industries, Inc.
Page 6 of 9
Signature
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 30, 2002
WESTERN RESOURCES, INC.
By: /s/ Larry D. Irick
______________________________________________
Name: Larry D. Irick, Esq.
Title: Vice President and Corporate Secretary
WESTAR INDUSTRIES, INC.
By: /s/ Paul R. Geist
______________________________________________
Name: Paul R. Geist
Title: President
Page 7 of 9
Exhibit 5
May 30, 2002
ONEOK, Inc.
100 W. Fifth Street
Tulsa, OK 74103-4398
Attn: Mr. David L. Kyle,
President and Chief Executive Officer
Re: Shareholder Agreement dated as of November 26, 1997 between WAI, Inc.
(now ONEOK, Inc.) and Western Resources, Inc.: Section 3.4(b) Sale
Notice
Dear Sirs:
Notice is hereby given pursuant to Section 3.4(b) of the above referenced
Shareholder Agreement of the intention of the undersigned to sell 4,714,434
shares of Common Stock, par value $.01 per share (the "Common Stock") of ONEOK,
Inc. (the "Company"), and 19,946,448 shares of Series A Convertible Preferred
Stock, par value $.01 per share of the Company, (collectively with the Common
Stock, the "Sale Securities") representing all of the Common Stock and Preferred
Stock of the Company beneficially owned by us through our wholly owned
subsidiary Westar Industries, Inc., to a purchaser who is not an Affiliate of
the undersigned. Such a proposed transfer would represent upon Transfer Voting
Power of more than 5% of the Company. Therefore, the procedures pursuant to
Section 3.4(b) are hereby invoked.
The cash price per share at which the Company or its designee may purchase
the Sale Securities within the Sale Period specified in Section 3.4 (b) is
$21.77 per share (equal to 98.5% of the Market Price of the Sale Securities
determined as of the date of this notice.)
We look forward to hearing from the Company within the Sale Period so that
we know how to proceed in connection with our proposed sale of the Sale
Securities.
This Sale Notice is given by Western Resources, Inc. on behalf of itself
and on behalf of Westar Industries, Inc., as Seller.
Page 8 of 9
Capitalized terms not defined herein are used as defined in the Shareholder
Agreement.
Very truly yours,
WESTERN RESOURCES, INC.
By: /s/ David C. Wittig
______________________________________________
Name: David c. Wittig
Title: Chairman, President and
Chief Executive Officer
WESTAR INDUSTRIES, INC.
By: /s/ Paul R. Geist
______________________________________________
Name: Paul R. Geist
Title: President
cc: Gable Gotwals Mock Schwabe Kihle
100 W. 5th Street
Suite 1000
Tulsa, OK 74103
Attn: Donald A. Kihle, Esq.
Fax No. 918-588-7873
Page 9 of 9