UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 9)
ONEOK, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
68267810
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(CUSIP Number)
Larry D. Irick, Esq.
Vice President and Corporate Secretary
Westar Energy, Inc.
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(f/k/a 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)
January 9, 2003
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(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 11
SCHEDULE 13D
CUSIP No. 68267810
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTAR ENERGY, INC. (f/k/a WESTERN RESOURCES, INC.) 48-0290150
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
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7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 4,714,434
BENEFICIALLY An additional 39,892,896 shares of Common Stock
OWNED BY issuable in certain circumstances in the event of
EACH the conversion (the conditions for which are not
REPORTING expected to occur within the next 60 days) of
PERSON WITH 19,946,448 shares of Series A Convertible
Preferred Stock.
9 SOLE DISPOSITIVE POWER
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.
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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 11
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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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.
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 11
SCHEDULE 13D
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CUSIP No. 68267810
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION No. OF ABOVE PERSON
WESTAR INDUSTRIES, INC. (f/k/a WESTAR CAPITAL, INC.) 48-1092416
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,714,434
NUMBER OF An additional 39,892,896 shares of Common Stock
SHARES issuable in certain circumstances in the event of
BENEFICIALLY the conversion (the conditions for which are not
OWNED BY expected to occur within the next 60 days) of
EACH 19,946,448 shares of Series A Convertible
REPORTING Preferred Stock.
PERSON WITH
9 SOLE DISPOSITIVE POWER
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 11
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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.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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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.
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") is filed by Westar Energy,
Inc. (f/k/a Western Resources, Inc.), a Kansas corporation ("Westar Energy"),
and Westar Industries, Inc. (f/k/a Westar Capital, Inc.), a Delaware corporation
and a wholly-owned subsidiary of Westar Energy ("Westar Industries" and,
together with Westar Energy, 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
Industries. This Statement supplements and amends the statement on Schedule 13D
originally filed by the Reporting Persons 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, Amendment No. 4 filed with
the Commission on April 8, 2002, Amendment No. 5 filed with the Commission on
April 26, 2002, Amendment No. 6 filed with the Commission on May 23, 2002,
Amendment No. 7 filed with the Commission on June 3, 2002 and Amendment No. 8
filed with the Commission on August 29, 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 2. Identity and Background
Westar Energy is a Kansas corporation. It is a consumer services company
with interests in monitored services and energy. The principal business address
of Westar Energy is: Westar Energy, Inc. 818 S. Kansas Avenue, Topeka, Kansas
66612.
The name, business address, present principal occupation or employment and
citizenship of each of the executive officers and directors of Westar Energy is
set forth in Exhibit 1.1 and is incorporated by reference herein. During the
last five years, Westar Energy, and to the knowledge of Westar Energy, none of
the persons listed on Exhibit 1.1 hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such law.
Page 5 of 11
Westar Industries is a Delaware corporation and a wholly-owned subsidiary
of Westar Energy. It is a holding company that has investments in the
energy-related and monitored security industries. The principal business address
of Westar Industries is: Westar Industries, Inc. 818 S. Kansas Avenue, Topeka,
Kansas 66612.
The name, business address, present principal occupation or employment and
citizenship of each of the executive officers and directors of Westar Industries
is set forth in Exhibit 1.2 and is incorporated by reference herein. During the
last five years, Westar Industries, and to the knowledge of Westar Industries,
none of the persons listed on Exhibit 1.2 hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such law.
Item 4. Purpose of the Transaction.
The last paragraph of Item 4 is deleted and following disclosure is in lieu
thereof (capitalized terms not otherwise defined herein are used as defined in
the Shareholder Agreement filed as Exhibit 7 to this Schedule 13D):
On January 9, 2003, Westar Energy announced that it and Westar Industries,
Inc. have entered into an agreement with ONEOK, Inc. to sell ONEOK a portion of
the shares of ONEOK Series A Convertible Preferred Stock held by Westar
Industries at the prevailing market price, less transaction costs, and to
exchange Westar Industries' remaining shares of Series A Convertible Preferred
Stock for new shares of ONEOK $0.925 Series D Non-Cumulative Convertible
Preferred Stock. ONEOK will use half of the net proceeds up to $250 million from
planned financing transactions to pay Westar Industries for the Series A
Convertible Preferred Stock. The effectiveness of the sale and related
transactions is subject to approval by the Kansas Corporation Commission (KCC)
and other conditions, including ONEOK's receipt of the proceeds from its planned
financing transactions. In connection with this agreement, certain agreements
among Westar Energy, Westar Industries and ONEOK were amended subject to the
approval of the KCC.
ONEOK has agreed to file a shelf registration statement, following
completion of the sale and the exchange, to register for resale to the public
all the Series D Convertible Preferred shares held by Westar Industries and 4.7
million shares of ONEOK common currently held by Westar Industries. The timing
of sales of the stock held by Westar Industries will be governed by a new
Registration Rights Agreement entered into among Westar Energy, Westar
Industries and ONEOK and to market and other conditions.
The Series D Convertible Preferred Stock will have substantially the same
terms as the Series A Convertible Preferred Stock, except that:
o The Series D Convertible Preferred Stock will have a fixed quarterly
cash dividend of 23.125 cents per share, as declared by ONEOK's board
of directors;
o The Series D Convertible Preferred Stock will be redeemable by ONEOK
at any time after August 1, 2006 in the event that the closing price
of ONEOK common stock exceeds $25 for 30 consecutive trading days
after such date; the per share redemption price will be $20;
o Each share of Series D Convertible Preferred Stock will be convertible
into one share of ONEOK common stock, subject to adjustment for stock
splits, stock dividends, reverse stock splits or any transaction with
comparable effects; and
Page 6 of 11
o Westar Industries may not convert any shares of Series D convertible
Preferred Stock held by it unless the annual per share dividend for
the ONEOK common stock for the previous year is greater than 92.5
cents per share and such conversion would not subject Westar Energy,
Westar Industries nor ONEOK to the Public Utility Holding Company Act
of 1935.
Westar Energy, Westar Industries and ONEOK have also agreed to amend the
terms of their existing Shareholder Agreement and Registration Rights Agreement.
The new agreements will not be effective until the sale and the exchange are
completed. Under the new agreements:
o Westar Industries will be prohibited from acquiring any additional
securities of ONEOK.
o Westar Industries may make private sales of shares as long as each
sale involves less than five percent of ONEOK's outstanding common
shares (assuming conversion of the Series D Convertible Preferred
Stock to be sold) and is made to an owner of less than five percent of
ONEOK's outstanding common shares. Westar Industries may make public
sales in any broad underwritten offering under the shelf registration
statement.
o Westar Industries will have the right to designate one ONEOK board
member.
o Westar Industries will not be obligated to sell into stock repurchases
by ONEOK.
o The new Shareholder Agreement will terminate if Westar Energy's or any
affiliate's beneficial ownership falls below 10 percent of ONEOK's
outstanding common shares (assuming conversion of the Series D
Convertible Preferred into ONEOK common stock).
o The top-up rights, dilutive issuance rights and buy/sell option
provided for in the previous Shareholder Agreement are eliminated in
the new agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 and Exhibit A previously filed are replaced by Exhibits 1.1
and Exhibit 1.2, respectively, below:
EXHIBIT 1.1 Identity of Executive Officers and Directors or Westar
Energy, Inc.
EXHIBIT 1.2 Identity of Executive Officers and Directors or Westar
Industries, Inc.
EXHIBIT 6 Transaction Agreement dated as of January 9, 2003
EXHIBIT 7 Shareholder Agreement dated as of January 9, 2003
EXHIBIT 8 Registration Rights Agreement dated as of January 9, 2003
EXHIBIT 9 Form of Certificate of the Designations of $0.925 Series D
Non-Cumulative Convertible Preferred Stock
EXHIBIT 10 Form of Amended and Restated Rights Agreement
Page 7 of 11
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: January 10, 2003
WESTAR ENERGY, INC.
By: /s/ James S. Haines, Jr.
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Name: James S. Haines, Jr.
Title: President and Chief Executive
Officer
WESTAR INDUSTRIES, INC.
By: /s/ James S. Haines, Jr.
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Name: James S. Haines, Jr.
Title: President
Page 8 of 11
EXHIBIT 1.1
Identity of Executive Officers and Directors of Westar Energy, Inc.
The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of Westar Energy, Inc. ("Westar Energy")
is set forth below. Each of the directors and officers is a citizen of the
United States. The business address of each director and officer is Western
Energy, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612. Unless otherwise
indicated, each occupation set forth opposite an executive officer's name refers
to employment with Westar Energy.
Name Title Present Principal Occupation or
Employment
Executive Officers
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James S. Haines, Jr. President and Chief Executive same
Officer
William B. Moore Executive Vice President and Chief same
Operating Officer
Richard A. Dixon Senior Vice President same
Douglas R. Sterbenz Senior Vice President same
Directors
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Frank J. Becker Director President of Becker Investments,
Inc. in Lawrence, Kansas.
Gene A. Budig Director Senior Advisor to the Commissioner
of Baseball, American League of
Professional Baseball Clubs in New
York, New York and a professor in
the Woodrow Wilson School of Public
and International Affairs at
Princeton University.
Charles Q. Chandler, IV Director, Chairman of the Board Chairman of the Board, President
and Chief Executive Officer of
INTRUST Bank, N.A. and President of
INTRUST Financial Corporation.
R. A. Edwards III Director President and Chief Executive Officer
and a director of the First National
Bank of Hutchinson, Kansas.
James S. Haines, Jr. Director President and Chief Executive
Officer, Westar Energy, Inc.
Larry D. Irick Director Vice President and Corporate
Secretary of Westar Energy, Inc.
Page 9 of 11
John C. Nettles, Jr. Director Partner in the law firm of
Morrisson & Hecker, L.L.P. in
Overland Park, Kansas.
Page 10 of 11
EXHIBIT 1.2
Identity of Executive Officers and Director of Westar Industries, Inc.
The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of Westar Industries, Inc. ("Westar
Industries") is set forth below. Each of the directors and officers is a citizen
of the United States. The business address of each director and officer is
Westar Industries, Inc., 818 South Kansas Avenue, Topeka, Kansas 66612. Unless
otherwise indicated, each occupation set forth opposite an executive officer's
name refers to employment with Westar Industries.
Name Title Present Principal Occupation or
Employment
Executive Officers
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James S. Haines, Jr. President President and Chief Executive
Officer, Westar Energy, Inc.
Greg A. Greenwood Secretary and Treasurer Executive Director, Finance, Westar
Energy, Inc.
Director
James S. Haines, Jr. Director President and Chief Executive
Officer, Westar Energy, Inc.
Page 11 of 11