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
June 21, 2002
(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 and Regulation FD Disclosure
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On June 21, 2002, ONEOK, Inc. (the "Company") entered into a
90-day extension of its $850 million revolving credit facility
with a syndicate of 12 banks, led by Bank of America, N.A. The
amended credit facility becomes effective June 27, 2002. The
credit facility, which was originally scheduled to expire on
June 27, 2002, has been extended to the earlier of (1)
September 30, 2002, (2) if the Company elects to do so, the
date on which the Company purchases any shares of the
Company's common or preferred stock owned by Westar Energy
Inc., formerly Western Resources, and its subsidiary, Westar
Industries, Inc., (collectively, "Western"), or (3) the date
the Company enters into a new loan or credit agreement
providing for extensions of credit to the Company.
The credit facility, as extended, continues to provide that
loan proceeds may be used by the Company to provide liquidity
for commercial paper, working capital, capital expenditures,
acquisitions, mergers and other general corporate purposes.
The credit facility, as extended, provides that no portion of
loan proceeds will be used to repurchase shares of capital
stock of the Company. If the Company elects to purchase the
shares of the Company's common or preferred stock from Western
and regulatory approval is required for such purchase, the
credit facility may be extended to November 29, 2002 with
approval of the lenders.
As previously reported, on May 30, 2002 Western delivered a
sale notice (the "Sale Notice") to the Company giving notice
of Western's intent to sell 4,714,434 shares of the Company's
common stock (the "Common Stock") and 19,946,448 shares of the
Company's Series A Convertible Preferred Stock (the "Preferred
Stock") representing all of the Common Stock and Preferred
Stock of the Company beneficially owned by Western.
Pursuant to the terms of the Shareholder Agreement between the
Company and Western dated November 26, 1997, (the "Shareholder
Agreement"), the delivery of the Sale Notice to the Company
gives the Company or its designee the option to purchase, for
a period of 90 days after the date of the Sale Notice, all,
but not less than all, of the Common Stock and Preferred Stock
at a price equal to 98.5% of the average of the closing prices
of the Company's Common Stock during the 20 trading days prior
to the date of the Sale Notice. This sale period can be
extended 30 days after any necessary regulatory approvals, but
cannot exceed 180 days after the date of the Sale Notice.
The Company believes that the extension of its credit facility
provides the Company with the flexibility to consider its
options regarding Western's proposed sale of its equity stake
in the Company. The Company is carefully reviewing its options
under the Shareholder Agreement and will take such action as
the Company believes is in the best interest of ONEOK
shareholders.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired
Not applicable.
(b) ProForma Financial Information
Not applicable.
(c) Exhibits
10.1 First Amendment and Extension of 364-Day
Revolving Credit Agreement effective as of
June 27, 2002 among ONEOK, Inc., Bank of
America, N.A., as Administrative Agent and
as a Lender, Letter of Credit Issuing
Lender, and Swing Line Lender, Bank One, NA,
First Union National Bank, ABN AMRO Bank,
N.V., Fleet National Bank, The Royal Bank of
Scotland PLC, Suntrust Bank, Westdeutsche
Landesbank Girozentrale, New York Branch,
Bank of Oklahoma, N.A., Citibank, N.A., UBS
AG, Stamford Branch, UMB Bank, n.a., Union
Bank of California, N.A., and ARVEST Bank
(formerly known as WESTAR Bank).
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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: June 24, 2002 By: /s/ Jim Kneale
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Jim Kneale
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
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