UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 6)
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)
May 23, 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 7
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
SHARES issuable in certain circumstances in the event of
BENEFICIALLY the conversion (the conditions for which are not
expected to occur within the next 60 days) of
OWNED BY 19,946,448 shares of Series A Convertible Preferred
EACH Stock.
---------------------------------------------------
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 7
--------------------------------------------------------------------------------
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 7
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
SHARES issuable in certain circumstances in the event of
BENEFICIALLY 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
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 7
--------------------------------------------------------------------------------
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 7
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, Amendment No. 4 filed with the Commission on April 8, 2002 and
Amendment No. 5 filed with the Commission on April 26, 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 last paragraph of the Reporting Persons' disclosure under Item 4 is
deleted in its entirety and is replaced 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):
In addition, to the provision summarized above and the Reporting Persons'
rights thereunder, the Reporting Persons may, consistent with the terms of
the Shareholder Agreement, dispose of a portion of their investment
representing less than 5% of the Voting Power of the Issuer without the
prior consent of the Issuer, dispose of all or a portion of their
investment in registered public offerings pursuant to demand or piggyback
registrations under the terms a Registration Rights Agreement (a copy of
which is filed as Exhibit 4 to this Schedule 13D) and pursuant to a Clearly
Credible Tender Offer for the Issuer.
At present, the Reporting Persons intend to pursue the disposition of their
investment in the Issuer in any manner permitted by the Shareholder
Agreement. The Reporting Persons have engaged JPMorgan to advise them with
respect to this matter.
Page 6 of 7
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: May 23, 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 7 of 7