-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Av7P+2d3hRGROIXl8JHJyxMU22ykpyRZ/fxls8WKoxawXIdurtT5klcRRdXLJgdh D24OEfz1t8G6p2KDoF3QkQ== 0000895345-97-000439.txt : 19971124 0000895345-97-000439.hdr.sgml : 19971124 ACCESSION NUMBER: 0000895345-97-000439 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971121 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WAI INC CENTRAL INDEX KEY: 0001039684 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-13643 FILM NUMBER: 97726299 BUSINESS ADDRESS: STREET 1: 100 WEST 5TH ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185887000 MAIL ADDRESS: STREET 1: 100 WEST 5TH ST CITY: TULSA STATE: OK ZIP: 74103 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WAI, INC. --------- (Name to be changed to ONEOK, Inc.) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OKLAHOMA 783-1520922 - --------------------------- --------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 100 WEST FIFTH STREET 74103-0871 TULSA, OKLAHOMA --------------------------- - ---------------------- (Zip Code) (Address of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so Name of each exchange on which registered class is to be registered - ---------------------------- ------------------------------ COMMON STOCK, PAR VALUE NEW YORK STOCK EXCHANGE $0.01 PER SHARE If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED This Registration Statement on Form 8-A registers the Common Stock, par value $.01 per share (the "Common Stock"), of WAI, Inc., an Oklahoma corporation (the "Company") under the Securities Exchange Act of 1934, as amended. Pursuant to the Agreement, dated as of December 12, 1996, as amended and restated as of May 19, 1997 (the "Agreement"), among ONEOK Inc., a Delaware corporation ("ONEOK"), Western Resources, Inc., a Kansas corporation ("WRI") and the Company: (A) immediately prior to the effective time of the Merger (as defined below) (the "Merger Effective Time"), WRI will contribute, or will cause to be contributed, certain assets and all of the outstanding capital stock of WRI's direct and indirect wholly-owned subsidiaries, Westar Gas Marketing, Inc. and Mid Continent Market Center, Inc. to the Company, where upon the Company will assume certain liabilities and debt of WRI and (B) ONEOK will merge (the "Merger") with and into the Company, with the Company as the surviving corporation and whereupon the Company's name will be changed to "ONEOK, Inc." Upon consummation of the Merger, the shares of common stock, no par value, of ONEOK (the "ONEOK Common Stock") outstanding as of the Merger effective Time will be converted on a one-for-one basis into shares of the Common Stock. In connection with the transactions described above, WRI will hold 2,996,702 shares of Common Stock and 19,317,584 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Convertible Preferred Stock") of the Company. The Series A Convertible Preferred Stock is convertible under certain circumstances into the Common Stock at the rate of one share of Common Stock for each share of Series A Convertible Preferred Stock, subject to adjustment. For a description of the Common Stock that would be issued upon conversion of the ONEOK Common Stock in the Merger or upon the conversion of the Series A Convertible Preferred Stock, reference is made to the information under the captions "Description of Capital Stock," "Description of the Preferred Stock" and "Comparative Rights of Holders of ONEOK and New ONEOK Capital Stock" contained in the Proxy Statement/Prospectus of the Company filed with the Securities and Exchange Commission on August 6, 1997 as part of the Company's Registration Statement on Form S-4 (Registration No. 333-27467) (the "Form S-4") and incorporated herein by reference. Item 2. Exhibits. Exhibit No. Description - ----------- ----------- 1 Specimen Common Stock Certificate of the Company. 2 Certificate of Incorporation of the Company (filed as Appendix E to the Form S-4), as effective May 16, 1997. 3 Bylaws of the Company (filed as Exhibit 3.2 to the Form S-4), as effective May 19, 1997. 4. Form of Shareholder Agreement between Western Resources, Inc. and WAI, Inc. (filed as Appendix B to the Form S-4). 5. Form of Registration Rights Agreement between WAI, Inc. and Western Resources, Inc. (filed as Exhibit 3.4 to the Form S-4). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. WAI, INC. By: /s/ John K. Rosenberg ---------------------------------------- Date: November 21, 1997 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1 Specimen Common Stock Certificate of the Company. 2 Certificate of Incorporation of the Company (filed as Appendix E to the Form S-4), as effective May 16, 1997. 3 Bylaws of the Company (filed as Exhibit 3.2 to the Form S-4), as effective May 19, 1997. 4. Form of Shareholder Agreement between Western Resources, Inc. and WAI, Inc. (filed as Appendix B to the Form S-4). 5. Form of Registration Rights Agreement between WAI, Inc. and Western Resources, Inc. (filed as Exhibit 3.4 to the Form S-4). EX-1 2 COMMON STOCK PAR VALUE $.01 NUMBER INCORPORATED UNDER THE LAWS OF SHARES THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK OR IN OKLAHOMA CITY, OKLAHOMA SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 682680 10 3 ONEOK, INC. THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF ONEOK, INC. (hereinafter and on the reverse of this certificate termed the Corporation), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile signatures of the duly authorized officers of the Corporation. ONEOK, INC. Dated COUNTERSIGNED AND REGISTERED: LIBERTY BANK and Trust Company of Oklahoma City, N.A. (Oklahoma City, Oklahoma) TRANSFER AGENT AND REGISTRAR CHAIRMAN OF THE BOARD BY SECRETARY AUTHORIZED SIGNATURE -----END PRIVACY-ENHANCED MESSAGE-----