View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No.8)
ONEOK, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
68267810
- --------------------------------------------------------------------------------
(CUSIP Number)
Larry D. Irick, Esq.
Vice President and Corporate Secretary
Westar Energy, Inc.
- --------------------------------------------------------------------------------
(f/k/a Western Resources, Inc.)
818 South Kansas Avenue
Topeka, Kansas 66612
(785) 575-1625
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 29, 2002
- --------------------------------------------------------------------------------
(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 8
SCHEDULE 13D
CUSIP No. 68267810
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTAR ENERGY, INC.(f/k/a Western Resources, Inc.); 48-0290150
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
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 Stock issuable in certain
SHARES circumstances in the event of the
conversion (the conditions for which
BENEFICIALLY are not expected to occur within the
next 60 days) of 19,946,448 shares
OWNED BY of Series A Convertible Preferred Stock.
EACH -------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 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 2 of 8
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 3 of 8
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 68267810
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTAR INDUSTRIES, INC. (f/k/a WESTAR CAPITAL, INC.) 48-1092416
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-------------------------------------------
8 SHARED VOTING POWER
4,714,434
NUMBER OF An additional 39,892,896 shares of
Common Stock issuable in certain
SHARES circumstances in the event of the
conversion (the conditions for which
BENEFICIALLY are not expected to occur within the
next 60 days) of 19,946,448 shares
OWNED BY of Series A Convertible Preferred Stock.
EACH -------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 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 8
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Page 5 of 8
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") is filed by Westar Energy,
Inc. (f/k/a Western Resources, Inc.) ("Westar Energy") and Westar Industries,
Inc. (f/k/a Westar Capital, Inc.), a Delaware corporation and a wholly owned
subsidiary of Westar Energy ("Westar Industries" and, together with Westar
Energy, 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, Amendment No. 6 filed with the
Commission on May 23, 2002 and Amendment No. 7 filed with the Commission on June
3, 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
thereof (capitalized terms not otherwise defined herein are used as defined
in the Shareholder Agreement filed as Exhibit 3 to this Schedule 13D):
Page 6 of 8
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 had 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 (August 28, 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. On August 22, 2002, ONEOK advised Westar Industries that it
was not going to exercise its right to purchase the common stock and
preferred stock on August 28, 2002.
Therefore, on August 29, 2002, Westar Industries announced that it
currently plans to sell outright, or sell an option to purchase, all or a
portion of the ONEOK stock it owns in privately negotiated transactions, or
sales into the public market. Under the Shareholder Agreement, Westar
Industries is now free to pursue a sale of the stock and is free of certain
restrictions (including percentage limitations on sales) contained in that
agreement. Under the Shareholder Agreement, ONEOK must also take all
commercially reasonable steps to assist Westar Industries in securing such
regulatory approvals as may be necessary to allow a sale of the stock
provided such approvals would not reasonably be expected to have a material
adverse effect on ONEOK. The terms of the Shareholder Agreement allow
Westar Industries until September 30, 2003 to complete a sale of the stock.
The Reporting Persons have engaged JPMorgan to advise them with respect to
this matter.
Page 7 of 8
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: August 29, 2002
WESTAR ENERGY, 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 8 of 8