Newspaper article THE JOURNAL RECORD

Oneok, Westar Reach Stock Agreement

Newspaper article THE JOURNAL RECORD

Oneok, Westar Reach Stock Agreement

Article excerpt

TULSA (JR) -- Oneok will buy back a portion of its Series A Convertible Preferred Stock held by Westar Energy, Oneok said Thursday.

The shares will sell at the prevailing market price, less certain costs, according to the agreement with Westar Energy and its wholly owned subsidiary, Westar Industries.

Tulsa-based Oneok also will exchange Westar's remaining shares of Series A Convertible Preferred Stock for new shares of Oneok's Series D Convertible Preferred Stock.

These transactions are subject to approval by the Kansas Corporation Commission and other conditions, including Oneok's receipt of proceeds from future equity or other financing transactions.

"This agreement removes the uncertainty regarding Westar's ownership position in Oneok," said David Kyle, Oneok chairman, president and chief executive officer. "It represents the positive efforts on the part of the new leadership team at Westar and in particular their president and chief executive officer, Jim Haines. Together we have crafted an agreement that we believe addresses our needs and theirs.

"We believe that this transaction will ultimately have the effect of increasing our market capitalization and eliminating the use of an accounting pronouncement (EITF Topic No. D-95) that has impacted our earnings calculation resulting in a lower reported earnings per share."

Kyle said this action, along with the firm's recent acquisition of the Texas Gas Service Co., the third-largest gas distribution company in Texas, and the divestitures of some of our natural gas midstream assets and reserves, "allows us to move with greater confidence into 2003."

Oneok will file a shelf registration statement, following completion of the repurchase and the exchange, to register for resale all the Series D Convertible Preferred shares held by Westar and 4.7 million shares of Oneok common held by Westar. The timing of sales of the Westar stock will be governed by a new registration rights agreement. …

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