ONEOK
PARTNERS, L.P.
|
COMMON
UNITS REPRESENTING LIMITED PARTNER
INTERESTS
|
68268N103
|
(918)
588-7908
|
March
14, 2008
|
CUSIP
No. 68268N103
|
Page
2 of 14
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ONEOK
PARTNERS GP, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
(Please see item
3)
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER
0
|
BENEFICIALLY
OWNED
|
8
|
SHARED
VOTING
POWER
500,000
|
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER
0
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER
500,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%(1)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
(LIMITED
LIABILITY COMPANY)
|
CUSIP
No. 68268N103
|
Page 3
of 14
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
ONEOK,
INC.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
(Please see item 3),
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d)
or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
OKLAHOMA
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING
POWER
41,894,126(2)
|
BENEFICIALLY
OWNED
|
8
|
SHARED
VOTING
POWER
500,000
|
BY
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE
POWER
41,894,126(2)
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE
POWER
500,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,394,126(2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.7%(3)
|
|
14
|
TYPE
OF REPORTING PERSON
CO
(CORPORATION)
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships
With
Respect to
Securities of the Issuer.
|
Exhibit
A
|
Joint
Filing Agreement, dated as of March 19, 2008, between ONEOK,
Inc. and
ONEOK Partners GP, L.L.C.
|
Exhibit
B
|
Common
Unit Purchase Agreement, dated March 11, 2008, between ONEOK
Partners,
L.P. and ONEOK, Inc. (incorporated by reference to Exhibit
1.2 to ONEOK
Partners, L.P.’s Form 8-K filed on March 12, 2008 (File No.
1-12202)) and incorporated herein in its entirety by
reference.
|
Exhibit
C
|
Third
Amended and Restated Agreement of Limited Partnership of ONEOK
Partners,
L.P. dated as of September 15, 2006 (incorporated by reference
to Exhibit
3.1 to ONEOK Partners, L.P.’s Form 8-K filed on September 19, 2006 (File
No. 1-12202)) and incorporated herein in its entirety by
reference.
|
Exhibit
D
|
Amendment
No. 1 to Third Amended and Restated Agreement of Limited Partnership
of
ONEOK Partners, L.P. dated July 20, 2007 (incorporated by reference
to
Exhibit 3.1 to ONEOK Partners, L.P.’s Form 10-Q filed on August 3, 2007
(File No. 1-12202)) and incorporated herein in its entirety
by
reference.
|
Exhibit
E
|
Second
Amended and Restated Limited Liability Company Agreement of
ONEOK Partners
GP, L.L.C. effective May 17, 2006 (incorporated by reference
to Exhibit
3.6 to ONEOK Partners, L.P.’s Form 10-Q for the period ended June 30,
2006, filed on August 4, 2006 (File No. 1-12202)) and incorporated
herein
in its entirety by reference.
|
ONEOK, INC. | |||
|
By:
|
/s/ John R. Barker | |
Name: John R. Barker | |||
Title: Senior
Vice President – General Counsel and Assistant Secretary |
|||
ONEOK PARTNERS GP, L.L.C. | |||
|
By:
|
/s/ John R. Barker | |
Name: John R. Barker | |||
Title: Executive
Vice President – General Counsel and Secretary |
|||
ONEOK, INC. | |||
|
By:
|
/s/ John R. Barker | |
Name: John R. Barker | |||
Title: Senior
Vice President – General Counsel and Assistant Secretary |
|||
ONEOK PARTNERS GP, L.L.C. | |||
|
By:
|
/s/ John R. Barker | |
Name: John R. Barker | |||
Title: Executive
Vice President – General Counsel and Secretary |
|||