What is the main purpose of the transaction agreement between ONEOK and Westar Energy?

The primary purpose is to restructure ONEOK's relationship with Westar Industries by repurchasing a portion of ONEOK's Series A convertible preferred stock and exchanging the remainder for newly issued Series D convertible preferred stock. This is intended to modify the existing shareholder and registration rights agreements.

What conditions must be met for this transaction to be completed?

The consummation of the repurchase and exchange is subject to several conditions, including the approval of the Kansas Corporation Commission, the successful completion of ONEOK's common stock offering, and the absence of any legal obstacles. Both parties must also fulfill their representations and obligations.

What are the key terms of the new shareholder agreement with Westar?

The new shareholder agreement includes a 'standstill' provision that prohibits Westar from acquiring more ONEOK securities, initiating business combinations, or influencing management. It also outlines restrictions on transferring ONEOK equity securities, defines voting rights for Westar, and grants Westar board representation. This agreement becomes effective only after the repurchase and exchange are completed.

What is the significance of the Series D convertible preferred stock?

The Series D convertible preferred stock is being issued to Westar Industries in exchange for a portion of their Series A preferred stock. It ranks senior to common stock, carries a quarterly dividend of $0.23125 per share, and is convertible into ONEOK's common stock under specific conditions. It also has voting rights on certain significant corporate matters and anti-dilution provisions.

OKE 8-K SEC Disclosure — Jan 10, 2003

Summary

ONEOK, Inc. (OKE) filed an 8-K on January 9, 2003, detailing a significant transaction agreement with Westar Energy, Inc. and its subsidiary, Westar Industries, Inc. This agreement outlines a plan to repurchase a portion of ONEOK's Series A convertible preferred stock held by Westar Industries using proceeds from a future common stock offering, not exceeding $250 million. The remaining Series A preferred stock will be exchanged for newly issued Series D convertible preferred stock. This transaction aims to restructure ONEOK's relationship with Westar and is subject to regulatory approval from the Kansas Corporation Commission. The filing also introduces new shareholder and registration rights agreements that will replace existing ones upon completion of the stock transactions. A key aspect of the new shareholder agreement is a standstill provision restricting Westar's actions regarding ONEOK's securities and management influence. Additionally, ONEOK is implementing an amended and restated rights agreement, which includes anti-takeover provisions designed to protect shareholder value. The terms of the Series D convertible preferred stock, including its dividend and conversion rights, are also detailed.

Key Highlights

1ONEOK entered into a transaction agreement with Westar Energy and Westar Industries on January 9, 2003.
2The agreement involves repurchasing Series A convertible preferred stock using proceeds from a future common stock offering, up to $250 million.
3Remaining Series A convertible preferred stock will be exchanged for new Series D convertible preferred stock.
4The transaction is conditioned on approval from the Kansas Corporation Commission.
5New shareholder and registration rights agreements will replace existing ones, including a standstill provision for Westar.
6ONEOK will implement an amended and restated rights agreement with anti-takeover provisions.
7Details on the terms of the Series D convertible preferred stock, including dividends and conversion rights, are provided.

ONEOK INC /NEW/ 8-K Report (Jan 10, 2003)

Summary

Key Highlights

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