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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 28, 2003
(Date of earliest event reported)
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ONEOK, INC.
(Exact name of Registrant as specified in its charter)
Oklahoma 001-13643 73-1520922
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
100 West Fifth Street; Tulsa, OK
(Address of principal executive offices)
74103
(Zip Code)
(918) 588-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events and Required FD Disclosure.
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On January 28, 2003, ONEOK, Inc. (the "Company") consummated
concurrent underwritten offerings of 12,000,000 shares of the
Company's common stock at a public offering price of $17.19 per share
and 14,000,000 of the Company's 8.50% equity units, each with a stated
value of $25 per unit. Each offering was made pursuant to separate
Prospectus Supplements dated January 23, 2003 that supplement the
Company's Prospectus dated January 13, 2003 and relate to the
Company's Registration Statement on Form S-3, as amended (SEC File No.
333-102105).
Additional information with respect to the offerings described
herein is set forth in the exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit
Number Description
------- -----------
1.1 Underwriting Agreement relating to the common stock offering, dated as
of January 23, 2003, among the Company, Banc of America Securities
LLC, UBS Warburg LLC and J.P. Morgan Securities Inc.
1.2 Price Determination Agreement relating to the common stock
offering, dated as of January 23, 2003, among the Company, Banc of
America Securities LLC, UBS Warburg LLC and J.P. Morgan Securities
Inc.
1.3 Underwriting Agreement relating to the equity units offering, dated as
of January 23, 2003, among the Company, UBS Warburg LLC, Banc of
America Securities LLC and J.P. Morgan Securities Inc.
1.4 Price Determination Agreement relating to the equity units offering,
dated as of January 23, 2003, among the Company, UBS Warburg LLC, Banc
of America Securities LLC and J.P. Morgan Securities Inc.
+4.1 Purchase Contract Agreement, dated as of January 28, 2003, between the
Company and SunTrust Bank, as Purchase Contract Agent (the "Purchase
Contract Agent") (incorporated by reference to Exhibit 4.3 to the
Company's registration statement on Form 8-A/A filed with the SEC on
January 31, 2003).
+4.2 Form of Corporate Unit (included in Exhibit 4.1).
+4.3 Pledge Agreement, dated as of January 28, 2003, among the Company,
SunTrust Bank, as Collateral Agent, Custodial Agent and Securities
Intermediary ("Collateral Agent"), and SunTrust Bank, as Purchase
Contract Agent (incorporated by reference to Exhibit 4.4 to the
Company's registration statement on Form 8-A/A filed with the SEC on
January 31, 2003).
Exhibit
Number Description
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+4.4 Remarketing Agreement, dated as of January 28, 2003, among the
Company, UBS Warburg LLC, Banc of America Securities LLC and J.P.
Morgan Securities Inc. and SunTrust Bank, as Purchase Contract Agent
(incorporated by reference to Exhibit 4.5 to the Company's
registration statement on Form 8-A/A filed with the SEC on January 31,
2003).
+4.5 First Supplemental Indenture, dated as of January 28, 2003, between
the Company and SunTrust Bank, as Trustee ("Trustee") (incorporated by
reference to Exhibit 4.22 to the Company's registration statement on
Form 8-A/A filed with the SEC on January 31, 2003).
+4.6 Form of Senior Note due 2008 (included in Exhibit 4.5).
5.1 Opinion of Gable & Gotwals regarding the validity of the equity
units.
5.2 Opinion of Gable & Gotwals regarding the validity of the common
stock.
5.3 Opinion of Jones Day regarding the validity of the equity units.
8.1 Opinion of Jones Day regarding tax matters relating to the equity
units prospectus supplement.
8.2 Opinion of Jones Day regarding tax matters relating to the common
stock prospectus supplement.
23.1 Consent of Gable & Gotwals (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Gable & Gotwals (included in the opinion filed as
Exhibit 5.2 hereto).
23.3 Consent of Jones Day (included in the opinion filed as Exhibit 5.3
hereto).
23.4 Consent of Jones Day (included in the opinion filed as Exhibit 8.1
hereto).
23.5 Consent of Jones Day (included in the opinion filed as Exhibit 8.2
hereto).
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+ Incorporated by reference.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONEOK, INC.
(an Oklahoma Corporation)
By: /s/ Jim Kneale
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Name: Jim Kneale
Title: Senior Vice President,
Treasurer, and Chief Financial
Officer
Dated: January 31, 2003
EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement relating to the common stock offering, dated as
of January 23, 2003, among the Company, Banc of America Securities
LLC, UBS Warburg LLC and J.P. Morgan Securities Inc.
1.2 Price Determination Agreement relating to the common stock
offering, dated as of January 23, 2003, among the Company, Banc of
America Securities LLC, UBS Warburg LLC and J.P. Morgan Securities
Inc.
1.3 Underwriting Agreement relating to the equity units offering, dated as
of January 23, 2003, among the Company, UBS Warburg LLC, Banc of
America Securities LLC and J.P. Morgan Securities Inc.
1.4 Price Determination Agreement relating to the equity units offering,
dated as of January 23, 2003, among the Company, UBS Warburg LLC, Banc
of America Securities LLC and J.P. Morgan Securities Inc.
+4.1 Purchase Contract Agreement, dated as of January 28, 2003, between the
Company and SunTrust Bank, as Purchase Contract Agent (the "Purchase
Contract Agent") (incorporated by reference to Exhibit 4.3 to the
Company's registration statement on Form 8-A/A filed with the SEC on
January 31, 2003).
+4.2 Form of Corporate Unit (included in Exhibit 4.1).
+4.3 Pledge Agreement, dated as of January 28, 2003, among the Company,
SunTrust Bank, as Collateral Agent, Custodial Agent and Securities
Intermediary ("Collateral Agent"), and SunTrust Bank, as Purchase
Contract Agent (incorporated by reference to Exhibit 4.4 to the
Company's registration statement on Form 8-A/A filed with the SEC on
January 31, 2003).
+4.4 Remarketing Agreement, dated as of January 28, 2003, among the
Company, UBS Warburg LLC, Banc of America Securities LLC and J.P.
Morgan Securities Inc. and SunTrust Bank, as Purchase Contract Agent
(incorporated by reference to Exhibit 4.5 to the Company's
registration statement on Form 8-A/A filed with the SEC on January 31,
2003).
+4.5 First Supplemental Indenture, dated as of January 28, 2003, between
the Company and SunTrust Bank, as Trustee ("Trustee") (incorporated by
reference to Exhibit 4.22 to the Company's registration statement on
Form 8-A/A filed with the SEC on January 31, 2003).
+4.6 Form of Senior Note due 2008 (included in Exhibit 4.5).
5.1 Opinion of Gable & Gotwals regarding the validity of the equity
units.
5.2 Opinion of Gable & Gotwals regarding the validity of the common
stock.
5.3 Opinion of Jones Day regarding the validity of the equity units.
8.1 Opinion of Jones Day regarding tax matters relating to the equity
units prospectus supplement.
8.2 Opinion of Jones Day regarding tax matters relating to the common
stock prospectus supplement.
23.1 Consent of Gable & Gotwals (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Gable & Gotwals (included in the opinion filed as
Exhibit 5.2 hereto).
23.3 Consent of Jones Day (included in the opinion filed as Exhibit 5.3
hereto).
23.4 Consent of Jones Day (included in the opinion filed as Exhibit 8.1
hereto).
23.5 Consent of Jones Day (included in the opinion filed as Exhibit 8.2
hereto).
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+ Incorporated by reference.