UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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
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)
April 26, 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
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
SHARES certain circumstances in the event of the conversion (the
BENEFICIALLY conditions for which 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.
--------------------------------------------------------------------------------
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 8
--------------------------------------------------------------------------------
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/n/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
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
SHARES certain circumstances in the event of the conversion (the
BENEFICIALLY conditions for which are not expected to occur within the
next 60 days) of 19,946,448 shares of Series A Convertible
OWNED BY 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 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 and Amendment No. 4 filed with the Commission on April 8, 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 third paragraph of the Reporting Persons' disclosure under Item 4 is
hereby deleted and replaced in its entirety with the following (capitalized
terms not otherwise defined herein are used as defined in the Shareholder
Agreement filed as Exhibit 3 to this Schedule 13D):
The Reporting Persons are currently engaged in an active review of their
alternatives for changing their investment in the Issuer. Among other
things, under the Shareholder Agreement governing the Reporting Persons'
ownership of their investment in the Issuer, the Reporting Persons have the
right to request, by written notice to the Issuer, that the Issuer purchase
all or a portion of their investment (if such portion is 5% or more of the
Voting Power of the Issuer).
The price payable by the Issuer in such a purchase is 98.5% of the Market
Price of the Issuer's common stock (defined in the Shareholder Agreement as
the average closing prices of the Issuer's common stock during the 20
Trading Days immediately prior to the date of such a notice).
After receipt of such a notice, the Issuer has until the later of 90 days
after the date of the Sale Notice and 30 days from the receipt of all
necessary regulatory approvals (the "Sale Period") to effect a closing of
the sale to either itself or its designee; provided that, the Sale Period
may not exceed 180 days.
If the Issuer or its designee fail to close within the Sale Period, the
Issuer has one of two options:
The Issuer may inform the Reporting Persons in writing that it will
reimburse them for the aggregate difference between the Market Price as of
the date of the Sale Notice and the Market Price as of the date the
Reporting Persons complete a sale of the securities. Under this scenario,
the Reporting Persons must complete a sale within the later of 180 days
from the date of the Sale Notice or 30 days from receipt of all necessary
regulatory approvals.
Alternatively, if the Issuer has not so informed the Reporting Persons, the
Reporting Persons have 16 months from the date of the Sale Notice to
complete such sale. If such sale is not completed within the 16 month
period, the shares specified in the notice once again become subject to the
provisions summarized herein.
Page 6 of 8
Based on the results of the Reporting Persons' review of their
alternatives, market and general economic conditions, regulatory approvals,
if any, and other facts the Reporting Persons deem relevant, the Reporting
Persons may exercise their rights under the provisions of the Shareholder
Agreement summarized above or may pursue any other means available under
the Shareholder Agreement for changing their investment in the Issuer.
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: April 26, 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 8 of 8