What is the primary event reported in this 8-K filing?

The primary event is Western Resources, Inc. notifying ONEOK Inc. of its intention to sell all of its approximately 4.7 million shares of ONEOK common stock and 19.9 million shares of Series A Convertible Preferred Stock, as per a Shareholder Agreement.

Does ONEOK have the right to buy these shares back?

Yes, ONEOK has a 90-day option, extendable under certain conditions, to purchase all of the shares being offered for sale by Western. The purchase price is set at 98.5% of the average closing price of ONEOK's common stock over the 20 trading days before Western's Sale Notice.

What happens if ONEOK decides not to exercise its purchase option?

If ONEOK does not exercise its option, it has two other potential paths: either reimburse Western for the price difference upon a third-party sale completion within a set timeframe, or Western has 16 months to sell the shares to third parties. If Western fails to sell within 16 months, the shares would again become subject to the sale provisions of the Shareholder Agreement.

How will this potential sale of shares affect ONEOK?

The potential sale of a significant block of shares could impact ONEOK's ownership structure, potentially influence its stock price, and may require strategic decisions from ONEOK's management regarding whether to exercise its purchase rights or manage the implications of a third-party acquisition of these shares.

OKE 8-K SEC Disclosure

Summary

This 8-K filing from ONEOK Inc. on June 3, 2002, details a significant event stemming from a Shareholder Agreement with Western Resources, Inc. and its subsidiary, Westar Industries, Inc. Western has provided a notice of intent to sell its entire holdings of ONEOK's common stock (4,714,434 shares) and Series A Convertible Preferred Stock (19,946,448 shares). This notice triggers a 90-day option period for ONEOK, or its designee, to purchase all of these "Sale Securities" at a price calculated as 98.5% of the average closing price of ONEOK's common stock over the 20 trading days preceding the Sale Notice. The purchase option period can be extended under certain conditions, potentially up to 180 days from the Sale Notice date. Should ONEOK choose not to exercise its purchase option, the agreement outlines alternative scenarios. ONEOK may elect to reimburse Western for any difference between the market price at the time of the Sale Notice and the eventual sale price to a third party, provided the sale is completed within a specific timeframe. If this reimbursement option is not pursued, Western has a 16-month window to sell the securities to third parties, after which the Sale Securities would revert to the sale provisions of the Shareholder Agreement. This event is material as it concerns the potential disposition of a substantial block of ONEOK's stock, which could impact ownership structure and market dynamics.

Key Highlights

1Western Resources, Inc. has notified ONEOK of its intent to sell all of its beneficially owned ONEOK common and Series A Convertible Preferred Stock.
2ONEOK holds a 90-day option to purchase all of Western's 4,714,434 common shares and 19,946,448 preferred shares.
3The purchase price for the "Sale Securities" is set at 98.5% of the average closing price of ONEOK's common stock for the 20 trading days prior to the Sale Notice.
4The option period can be extended to a maximum of 180 days from the Sale Notice date, subject to regulatory approvals.
5If ONEOK declines the purchase option, it has the alternative of reimbursing Western for the difference between market prices upon a third-party sale completion within a specified period.
6Alternatively, if ONEOK does not opt for reimbursement, Western has a 16-month window to sell the securities to third parties.
7The filing includes an exhibit of a Press Release issued by ONEOK on May 30, 2002, related to this event.

ONEOK INC /NEW/ 8-K Report (Jun 3, 2002)

Summary

Key Highlights

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