SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 14, 2003
(Date of earliest event reported)
ONEOK, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 001-13643 73-1520922
(State or other jurisdiction (Commission (IRS Employer
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)
Item 5. Other Events
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ONEOK, Inc. is filing this Current Report on Form 8-K to describe
various material risk factors that may affect our business, financial
condition and operations.
Unless we otherwise indicate or unless the context requires
otherwise, all references in this report on Form 8-K to "we," "our,"
"us," or similar references mean ONEOK, Inc. and its subsidiaries,
predecessors and acquired businesses.
We have included in this Form 8-K, and you will find in our
filings made pursuant to the Securities Exchange Act of 1934 ("SEC
Filings") forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Also, documents subsequently
filed by us with the Securities and Exchange Commission may contain
forward-looking statements. Forward looking statements, by their
nature, relate to anticipated financial performance, estimates,
projections, goals, forecasts, assumptions, risks and uncertainties
that could cause actual results to differ materially from those
expressed. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements in certain
circumstances. The following discussion is intended to identify
important facts that could cause future outcomes to differ materially
from those set forth in the forward-looking statements.
Forward-looking statements include the information concerning
possible or assumed future results of our operations and other
statements contained or incorporated in this Form 8-K or our SEC
Filings identified by words such as "anticipate," "estimate,"
"expect," "intend," "believe," "projection" or "goal." Any
forward-looking statement speaks only as of the date on which it is
made; and, except to fulfill our obligations under the U.S. securities
laws, we undertake no obligation to update any such statement to
reflect events or circumstances after the date on which it is made.
You should not place undue reliance on forward-looking
statements. Known and unknown risks, uncertainties and other factors
may cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Those factors may affect our operations, markets, products, services
and prices. In addition to any assumptions and other factors referred
to specifically in connection with the forward-looking statements, the
following risk factors could cause our actual results to differ
materially from those contemplated in any forward-looking statement.
All such risk factors are difficult to predict, contain uncertainties
that may materially affect actual results and may be beyond our
control. New risk factors emerge from time to time and it is not
possible for our management to predict all of such factors or to
assess the effect of such factors on our business. All of our SEC
Filings should be considered in the light of these factors.
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RISK FACTORS
Our nonregulated businesses are riskier than our traditional regulated
businesses.
Our nonregulated operations have a higher level of risk than our regulated
operations, which include our traditional utility and gas transportation and
storage businesses. Our operating income from our nonregulated operations has
increased significantly due to acquisitions and expansion of our nonregulated
businesses, and represented 65% and 63% of our total operating income for the
nine months ended September 30, 2002 and 2001, respectively, and 62% and 52% of
our total operating income for the years ended December 31, 2001 and 2000,
respectively. We expect to continue investing in nonregulated projects,
including natural gas marketing, gas production, gas processing and trading and
other projects. These projects could involve risks associated with operational
factors such as competition and dependence on certain suppliers and customers,
and financial, economic and political factors, such as rapid and significant
changes in prices of hydrocarbons and energy, the cost and availability of
capital and counterparty risk, including the inability of a trading
counterparty, customer or supplier to fulfill a contractual obligation.
Our regulated and nonregulated businesses are subject to market and credit
risks.
We are exposed to market and credit risks in all of our operations. To
minimize the risk of market price and volume fluctuations, we enter into
financial derivative instrument contracts to hedge purchase and sale
commitments, fuel requirements and inventories of natural gas, natural gas
liquids and electricity. However, financial derivative instrument contracts do
not eliminate the risks. Specifically, such risks include commodity price
changes, market supply shortages, interest rate changes and counterparty
default. The impact of these variables could result in our inability to fulfill
contractual obligations, significantly higher energy or fuel costs relative to
corresponding sales contracts or increased interest expense.
Any reduction in our credit ratings could materially and adversely affect our
business, financial condition, liquidity and results of operations.
Our senior unsecured debt has been assigned a rating by Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc., which we refer to
as "S&P," of "A" (stable outlook) and by Moody's Investors Service, Inc., which
we refer to as "Moody's," of "Baa1" (negative watch). We will seek to maintain
a solid investment grade rating through prudent capital management and
financing structures. However, we cannot assure you that any of our current
ratings will remain in effect for any given period of time or that a rating
will not be lowered or withdrawn entirely by a rating agency if, in its
judgment, circumstances in the future so warrant. In particular, if S&P or
Moody's were to downgrade our long-term rating, particularly below investment
grade, our borrowing costs would increase, which would adversely affect our
financial results, and our potential pool of investors and funding sources
could decrease. Further, if our short-term ratings were to fall below A-1 or
P-2, the current ratings assigned by S&P and Moody's, respectively, it could
significantly limit our access to the commercial paper market. Any such
downgrade of our long- or short-term ratings could increase our cost of capital
and reduce the availability of capital and, thus, have a material adverse
effect on our business, financial condition, liquidity and results of
operations. Ratings from credit agencies are not recommendations to buy, sell
or hold our securities. Each rating should be evaluated independently of any
other rating.
3
We may not be able to successfully make additional strategic acquisitions or
integrate businesses we acquire into our operations.
Our ability to successfully make strategic acquisitions and investments will
depend on: (1) the extent to which acquisitions and investment opportunities
become available; (2) our success in bidding for the opportunities that do
become available; (3) regulatory approval, if required, of the acquisitions on
favorable terms; and (4) our access to capital and the terms upon which we
obtain capital. If we are unable to make strategic investments and acquisitions
we may be unable to grow. Our ability to successfully integrate acquired
businesses into our operations will depend on: (1) the adequacy of our
implementation plans; and (2) our ability to achieve desired operating
efficiencies. If we are unable to successfully integrate new businesses into
our operations, we could experience increased costs and losses on our
investments.
We are subject to risks associated with recent events affecting capital markets
and changes in business climate which could limit our access to capital,
thereby increasing our costs and adversely affecting our results of operations.
We have grown rapidly in the last several years as a result of acquisitions,
both in regulated and nonregulated businesses. Further acquisitions may require
additional external capital. The September 11, 2001 attack on the United States
and the ongoing war against terrorism by the United States have resulted in
greater uncertainty in the financial markets. In addition, the availability and
cost of capital for our business and those of our competitors has been
adversely affected by the bankruptcy of Enron Corporation and disclosures by
Enron and other energy companies of their trading practices involving energy
products. These events have constrained and are expected to continue to
constrain the capital available to our industry and could limit our access to
funding for our operations. If we are not able to access capital at competitive
rates, our strategy of enhancing the earnings potential of our existing assets,
including through acquisitions of complementary assets or businesses, will be
adversely affected. A number of other factors could adversely affect our
ability to access capital, including (1) general economic conditions; (2)
capital market conditions; (3) market prices for gas and other hydrocarbons;
(4) the overall health of the energy and related industries; (5) our ability to
maintain our investment-grade credit ratings; and (6) our capital structure.
Much of our business is capital intensive, and achievement of our long-term
growth targets is dependent, at least in part, upon our ability to access
capital at rates and on terms we determine to be attractive. If our ability to
access capital becomes significantly constrained, our interest costs will
likely increase and our financial condition and future results of operations
could be significantly harmed.
We are subject to comprehensive energy regulation by governmental agencies and
the recovery of our costs is dependent on regulatory action.
We are subject to comprehensive regulation by several federal, state and
municipal utility regulatory agencies, which significantly influences our
operating environment and our ability to recover our costs from utility
customers. The utility regulatory authorities in Kansas, Oklahoma and Texas
regulate many aspects of our utility operations, including customer service and
the rates that we can charge customers. Federal, state and local agencies also
have jurisdiction over many of our other activities, including regulation by
the Federal Energy Regulatory Commission of our storage and interstate pipeline
assets. The profitability of our regulated operations is dependent on our
ability to pass costs related to providing energy and other commodities through
to our customers. The current regulatory environment applicable to our
regulated businesses could impair our ability to recover costs historically
absorbed by our customers.
In this regard, we recorded a $34.6 million charge against earnings in the
fourth quarter of 2001 as a result of the Oklahoma Corporation Commission's
issuance of an order denying our Oklahoma Natural Gas utility division the
right to collect $34.6 million in gas procurement costs incurred during the
2000-2001 winter season. A joint stipulation approved by the Oklahoma
Corporation Commission on May 16, 2002 allowed the recovery of $14.2 million in
gas costs written off in the fourth quarter of 2001. In addition, our Kansas
Gas Service utility division's rate moratorium expired in November 2002. Kansas
Gas Service expects to file a rate case during the
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first quarter of 2003. As with any regulatory proceeding, the rate increase
request may or may not be granted in total and subjects Kansas Gas Service to
what could be a rate reduction. Moreover, if Kansas Gas Service is not granted
recovery of various regulatory assets in the rate case, some of the assets may
no longer meet the criteria for deferred recognition. As a result, a write-off
of regulatory assets may be required, which could have an adverse impact on our
financial condition and results of operations.
We are unable to predict the impact on our operating results from the future
regulatory activities of these agencies. Changes in regulations or the
imposition of additional regulations could have an adverse impact on our
business, financial condition and results of operations.
We are subject to the impact of recently issued accounting pronouncements,
which could have a material impact on our financial condition and results of
operations.
In October 2002, the Emerging Issues Task Force ("EITF") of the Financial
Accounting Standards Board ("FASB") rescinded EITF Issue No. 98-10, "Accounting
for Energy Trading and Risk Management Activities." As a result, our
energy-related contracts that are not accounted for pursuant to FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities," will
no longer be carried at fair value, but rather will be accounted for as
executory contracts and accounted for on an accrual basis. As a result of the
rescission of EITF 98-10, the EITF also stated that energy-trading inventories
carried under storage agreements should no longer be carried at fair value, but
should be carried at the lower of cost or market.
The rescission of EITF 98-10 is effective for all existing energy trading
contracts and inventory as of October 25, 2002 and will be applied to financial
statements for periods beginning after December 15, 2002. In addition, the
rescission of EITF 98-10 applies immediately to contracts entered into on or
after October 25, 2002. Changes to our accounting for existing contracts as a
result of the rescission of EITF 98-10 will be reported as a cumulative effect
of a change in accounting principle on January 1, 2003. We have not yet
determined the impact on our financial statements of the rescission of EITF
98-10. The impact on our financial statements as a result of this change will
be non-cash. The impact of adopting the rescission of EITF 98-10 will be
included in our March 31, 2003 financial statements and could have a material
impact on our financial condition and results of operations.
Increased competition could have a significant adverse financial impact on us.
Although there are no major distributors marketing natural gas sales service
in our service area, marketing firms do arrange direct purchase contracts
between large users in our service area and producers outside our area, taking
advantage of the open-access status of the pipeline systems that we use to
transport natural gas to our customers. In addition, we may face competition
from natural gas distribution operations that may enter the market in the
future. Our ability to compete also depends upon general market conditions,
which may change. Demand for natural gas is primarily a function of customer
usage rates, weather, production volumes, economic conditions, competing
distribution operations, prices for competing products and price for service.
Furthermore, retail competition and the unbundling of regulated energy and
gas service could have a significant financial impact on us and our
subsidiaries due to an impairment of assets, a loss of retail customers, lower
profit margins or increased costs of capital. The total impact of restructuring
may have a significant financial impact on our financial position, results of
operations and cash flows. We cannot predict when we will be subject to changes
in legislation or regulation, nor can we predict the impact of these changes on
our financial position, results of operations or cash flows. Although we
believe that the prices our utility operations charge for gas and the quality
and reliability of their service currently place them in a position to compete
effectively in the energy market, there can be no assurances that this will be
true in the future.
The impact of these variables in conjunction with regulatory constraints on
the components of our capital structure could also result in our inability to
access capital funding sources adequate to finance our capital expenditure and
nonregulated investment plan.
5
Recent events that are beyond our control have increased the level of public
and regulatory scrutiny of our industry. Governmental and market reactions to
these events may have negative effects on our business, financial condition and
access to capital.
As a result of the energy crisis in California during the summer of 2001,
the recent volatility of natural gas prices in North America, the bankruptcy
filing by Enron Corporation, recently discovered accounting irregularities at
public companies in general and energy companies in particular and
investigations by governmental authorities into energy trading activities,
companies in the regulated and unregulated utility business have been under a
generally increased amount of public and regulatory scrutiny and suspicion. In
this regard, on January 9, 2003, we received a subpoena from the U.S. Commodity
Futures Trading Commission ("CFTC") requesting information regarding
electricity and natural gas trading by ONEOK and information provided by ONEOK
to energy industry publications. We intend to respond to the subpoena
completely and to fully cooperate with the CFTC.
In addition, recently discovered accounting irregularities at public
companies in general have caused regulators and legislators to review current
accounting practices, financial disclosures and companies' relationships with
their independent auditors. The capital markets and ratings agencies also have
increased their level of scrutiny. We believe that we are complying with all
applicable laws and accounting standards, but it is difficult or impossible to
predict or control what effect these types of events may have on our business,
financial condition or access to the capital markets.
In the light of these events, Congress passed the Sarbanes-Oxley Act of
2002. It is unclear what additional laws or regulations may develop, and we
cannot predict the ultimate impact of any future changes in accounting
regulations or practices in general with respect to public companies, the
energy industry or our operations specifically. Any new accounting standards
could affect the way we are required to record revenues, expenses, assets and
liabilities. These changes in accounting standards could have a negative effect
on reported earnings or increase liabilities that could, in turn, adversely
affect our reported results of operations.
We do not fully hedge against price changes in commodities. This could result
in increased costs, thereby resulting in lower margins and adversely affecting
our results of operations.
We enter into contracts to purchase and sell natural gas. We attempt to
manage our exposure by establishing risk limits and entering into contracts to
offset some of our positions (i.e., to hedge our exposure to demand, market
effects of weather and other changes in commodity prices). However, we cannot
always hedge the entire exposure of our operations from commodity price
volatility. To the extent we do not hedge against commodity price volatility or
our hedges are not effective, our results of operations and financial position
may be diminished.
We are subject to environmental regulations that could be difficult and costly
to comply with.
We are subject to a number of environmental laws and regulations affecting
many aspects of our present and future operations, including air emissions,
water quality, wastewater discharges, solid wastes and hazardous substances.
These laws and regulations generally require us to obtain and comply with a
wide variety of environmental registrations, licenses, permits, inspections and
other approvals. Both public officials and private individuals may seek to
enforce the applicable environmental laws and regulations against us. If an
accidental leak or spill of hazardous materials occurs from our lines or
facilities or in the process of transporting natural gas, we may have to pay a
significant amount to clean up the leak or spill. The resulting costs and
liabilities could negatively affect our level of cash flow. In addition,
emission controls required under the Federal Clean Air Act and other similar
federal and state laws could require unexpected capital expenditures at our
facilities. We cannot assure you that existing environmental regulations will
not be revised or that new regulations seeking to protect the environment will
not be adopted or become applicable to us. Revised or additional regulations
that result in increased compliance costs or additional operating restrictions,
particularly if those costs are not fully recoverable from our customers, could
have a material adverse effect on our business, financial condition and results
of operations.
6
Westar owns a significant percentage of our stock and may have interests that
differ from those of our other shareholders.
Upon completion of the public offering of our common stock announced by us
on January 13, 2003, Westar Industries, Inc., a wholly owned subsidiary of
Westar Energy, Inc., will beneficially own approximately 6.5% of our outstanding
common stock. In this 8-K, we refer to Westar Energy and its affiliates,
including Westar Industries, collectively as "Westar" and refer to the public
offering of our common stock announced by us on January 13, 2003, together with
our concurrent public offering of Equity Units, also announced on January 13,
2003, as the "Public Offering." Westar also beneficially owns 19,946,448 shares
of our Series A convertible preferred stock, which is convertible at Westar's
option, subject to the terms of our shareholder agreement, into an additional
39,892,896 shares of our common stock. Upon completion of the Public Offering,
Westar's total beneficial ownership of ONEOK stock will represent approximately
39.7% of our common stock assuming conversion of all outstanding shares of our
Series A convertible preferred stock into our common stock. Our current
shareholder agreement with Westar generally restricts Westar from exercising
these conversion rights so long as the Public Utility Holding Company Act of
1935 is in effect and continues to restrict Westar from owning 10% or more of
our outstanding common stock. However, by its terms, any shares of our Series A
convertible preferred stock that are transferred by Westar will automatically
convert into shares of our common stock upon such transfer.
Our current shareholder agreement with Westar also generally restricts
Westar from acquiring additional shares of ONEOK equity securities and contains
a "standstill" agreement, under which Westar has agreed to refrain from taking
various actions that might lead to a change in control or other significant
corporate transactions involving ONEOK. Westar is, however, entitled, through
open market purchases or the conversion of shares of Series A convertible
preferred stock, to acquire additional equity securities so long as its
beneficial ownership does not exceed ownership of 9.9% of our outstanding common
stock and 45% of our common stock after giving effect to the conversion of the
Series A convertible preferred stock.
Under the current shareholder agreement, Westar has the right to dispose
of, without restriction, shares of our common stock representing less than 5% of
the outstanding shares of common stock provided that the transfer is not to any
person or group who is, prior to giving effect to that transfer, a beneficial
owner of 5% or more of our outstanding common stock. In order to dispose of 5%
or more of our outstanding shares of common stock, the shareholder agreement
requires that Westar notify us of its intent to dispose of those shares. We then
have a period ending on the later of 90 days after the date of Westar's notice
to us and 30 days after the receipt of all necessary regulatory approvals,
provided that the period shall in no event exceed 180 days, to effect the
purchase of all, but not less than all, of the shares specified in the notice.
If we do not elect to purchase the shares specified in Westar's notice to us,
Westar would have 16 months from the date of the notice to dispose of those
shares.
On May 30, 2002, Westar notified us of its intention to sell all of the
shares it owns of ONEOK common and preferred stock. Under the current
shareholder agreement, we had until August 28, 2002 to elect to purchase all of
the Westar stake for an aggregate purchase price of approximately $971 million,
based upon the trading price of our common stock at that time. On August 22,
2002, we announced that we had elected not to exercise our right to repurchase
Westar's stake in ONEOK. Accordingly, under the current shareholder agreement,
Westar had until September 30, 2003 to complete a sale of its ONEOK stake
without regard to the provisions of the shareholder agreement that limit
Westar's ability to dispose of shares representing more than 5% of our
outstanding shares of common stock. On August 29, 2002, Westar announced its
intention to sell the ONEOK common and preferred stock owned by Westar. Westar
said that it planned 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. Westar also announced that it had retained an investment
banking firm to advise it with respect to this matter. However, pursuant to our
recent agreement with Westar, Westar has agreed that it will not engage in any
transactions involving our securities, other than our previously announced
proposed repurchase of up to $250 million of Series A convertible preferred
stock from Westar, for a period beginning on January 9, 2003 and ending on the
later of (1) February 28, 2003 and (2) (a) 90 days from the closing of the
repurchase and exchange transactions with Westar, if the aggregate amount of
Series A convertible preferred stock repurchased is less than $200,000,000, or
(b) 180 days from the closing of the repurchase and exchange transactions with
Westar, if the aggregate amount of Series A convertible preferred stock
repurchased is equal to or greater than $200,000,000. If we do not complete the
Public Offering by February 28, 2003, then the lock-up will expire as of that
date. However, if the repurchase and exchange transactions with Westar are
completed, Westar will not be able to make any sales of our stock following the
expiration of that lock-up period, other than in compliance with the new
shareholder agreement.
The new shareholder agreement will become effective upon completion of the
repurchase and exchange transactions with Westar and the current shareholder
agreement will terminate. Under the terms of the new shareholder agreement,
Westar will be prohibited from acquiring any of our securities whatsoever, other
than as a result of a stock split or similar transaction, and will no longer be
able to make sales of shares representing 5% or more of our outstanding common
stock, other than in limited circumstances, including an underwritten public
offering.
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For a more complete description of Westar's current rights with respect
to stock ownership and corporate governance matters, see the information set
forth under the caption "Description of Capital Stock--Preferred Stock,"
"--Shareholder Agreement" and "--Registration Rights Agreement" in the
prospectus that forms a part of our Registration Statement on Form S-3 (File No.
333-102105), initially filed with the Securities and Exchange Commission on
December 20, 2002. Our corporate governance documents and our current agreements
with Westar, including the current shareholder agreement, are also filed as
exhibits to that registration statement.
For a more complete description of Westar's rights with respect to stock
ownership and corporate governance matters if we complete the previously
announced repurchase and exchange transactions with Westar, see the information
set forth in our current report on Form 8-K dated February 9, 2003.
The corporate governance documents and the other agreements with Westar that
will become effective upon the completion of the repurchase and the exchange,
including the new shareholder agreement, have been filed as exhibits to our
current report on Form 8-K dated January 9, 2003. Completion of the repurchase
and exchange transactions with Westar are subject to, among other things,
completion of the Public Offering and Kansas Corporation Commission approval of
the repurchase, the exchange and the new shareholder agreement.
Future sales of our common stock or the perception that those sales might
occur may cause our stock price to decline.
If our shareholders, including Westar, sell substantial amounts of our common
stock in the public market or the market perceives that those sales might occur,
the market price of our common stock could decline. These sales might also make
it more difficult for us to sell additional equity securities at a time and
price that we deem appropriate. Based on outstanding shares as of November 30,
2002, upon completion of the Public Offering, we will have 72,466,787 shares of
common stock outstanding. That number of shares excludes the 39,892,896 shares
of common stock into which our preferred stock held by Westar is convertible,
subject to the terms of the shareholder agreement.
We and our officers and directors have agreed that, subject to limited
exceptions, for a period of 90 days from the date of the final prospectus filed
in connection with the Public Offering, we and they will not, without the prior
written consent of Banc of America Securities LLC, UBS Warburg LLC and J.P.
Morgan Securities Inc., the representatives of the underwriters of the Public
Offering, dispose of or hedge any shares of our common stock or any securities
convertible into or exchangeable for shares of our common stock. However, the
representatives, in their sole discretion, may release any of the securities
subject to lock-up agreements at any time and without notice. In addition,
Westar has agreed that it will not engage in any transactions involving our
securities, other than our previously announced proposed repurchase, of up to
$250 million of Series A convertible preferred stock from Westar, for a period
beginning on January 9, 2003 and ending on the later of (1) February 28, 2003
and (2) (a) 90 days from the closing of the repurchase and exchange transactions
with Westar, if the aggregate amount of Series A convertible preferred stock
repurchased is less than $200,000,000, or (b) 180 days from the closing of the
repurchase and exchange transactions with Westar, if the aggregate amount of
Series A convertible preferred stock repurchased is equal to or greater than
$200,000,000. If we do not complete the Public Offering by February 28, 2003,
then the lock-up will expire as of that date and Westar may sell its ONEOK stake
as described below.
We have agreed to register for resale, within 60 days from the date the
repurchase and exchange transactions with Westar are completed, all of the
shares of our common stock held by Westar, as well as all of the shares of our
Series D convertible preferred stock issued in the exchange and all the shares
of our common stock issuable upon conversion of those shares of Series D
convertible preferred stock. The shares of our common stock held by Westar,
including shares of common stock issuable upon conversion of our Series D
convertible preferred stock, will be generally available for sale at any time,
subject to the provisions of the new shareholder agreement and the new
registration rights agreement, following the expiration of the lock-up period
applicable to Westar. See the information set forth in our current report on
Form 8-K dated January 9, 2003.
In the event the repurchase and exchange transactions with Westar are not
consummated, Westar may sell its ONEOK stock without being subject to any of the
transfer limitations in the current shareholder agreement at any time after the
expiration of the lock-up period applicable to Westar and prior to September 30,
2003. After September 30, 2003, Westar will again be subject to the transfer
restrictions imposed by the current shareholder agreement. In addition, Westar
has registration rights under the current registration rights agreement that
could allow it or its affiliates to sell its shares freely through a further
registration statement filed under the Securities Act of 1933.
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SIGNATURE
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.
Date: January 14, 2003 By: /s/ John A. Gaberino, Jr.
-------------------------
John A. Gaberino, Jr.
Senior Vice President, General
Counsel and Corporate Secretary
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