DEFA14A 1 prdefa14a5_oneok.htm VOTING Voting
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 

SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 


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ONEOK PARTNERS, L.P.
(Name of Registrant as Specified In Its Partnership Agreement)

ONEOK PARTNERS GP, L.L.C.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
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IMPORTANT
 
YOUR VOTE IS NEEDED
 
April 17, 2007
Dear Common Unitholder:
 
As you may know, the Special Meeting of Common Unitholders of ONEOK Partners, L.P. (the “Partnership”) was adjourned on the Amendment Proposal (Proposal 2) until 10:00 a.m., central time, on May 10, 2007. Your vote is critical regardless of the number of units you hold as it directly affects your future distributions. 
 
If the Amendment Proposal is not adopted by Common Unitholders on May 10, 2007, distributions to Common Unitholders may be reduced. Increased distributions to the holder of Class B Units equal to 110% of the distributions due to Common Unitholders became effective as of April 7, 2007. These increased distributions may reduce distributions to holders of Common Units. IF THE COMMON UNITHOLDERS APPROVE THE AMENDMENT PROPOSAL ON MAY 10TH, THE ENHANCED DISTRIBUTION RIGHT FOR THE CLASS B UNITHOLDER WILL BE ELIMINATED AFTER THAT DATE. 
 
The Amendment Proposal requires the affirmative vote of at least two-thirds of the outstanding Common Units, excluding the Common Units and Class B Units held by ONEOK, Inc. and its affiliates. If a Common Unitholder does not vote or abstains, it has the same effect as voting against the Amendment Proposal. Your vote is critically important due to the high threshold required for approval.
 
THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS
THAT YOU VOTE FOR THE AMENDMENT PROPOSAL.
 
Please see the reverse side of this letter for frequently asked questions regarding the Amendment Proposal. Your vote has never been so important. You are urged to vote your units today, without delay.
 
If you have any questions or need assistance voting your Common Units, please call D.F. King & Co., Inc., who is assisting ONEOK Partners, toll-free at 1-800-549-6746.
 
 
 
Sincerely,
   
 
/s/ John W. Gibson
   
 
John W. Gibson
 
President and Chief Executive Officer
 
ONEOK Partners GP, L.L.C.

                                               
 
 
 
 
Common Questions and Answers
 
Why should I vote at all? 
 
The vote of all holders of Common Units is critical in this solicitation. The affirmative vote of two-thirds of all outstanding Common Units (excluding the Common Units and Class B units held by ONEOK, Inc. and its affiliates) is required for approval of the Amendment Proposal (Proposal 2).
 
Is there an economic reason for me to vote my Common Units and support the Amendment Proposal? 
 
Yes, we believe you have an economic reason to vote your Common Units and support the Amendment Proposal. The distributions payable on your Common Units may decrease if the Amendment Proposal is not approved. If Common Unitholders approve the Amendment Proposal on May 10, 2007, your distributions will then continue on equal footing with the Class B units. If Common Unitholders do not approve on May 10, 2007, distributions on your Common Units may decrease.
 
What are the terms of the Amendment Proposal? 
 
This is a proposal to amend the existing Partnership Agreement to (a) permit the General Partner and its affiliates to vote the limited partnership interests held by them in connection with any future proposal to remove the General Partner and (b) if the General Partner is removed, to provide for the payment of fair market value to the General Partner for its general partner interest.
 
Why should the general partner be allowed to vote in the event of a unitholder vote to remove the general partner? 
 
Stated simply, the general partner wishes to retain the normal right to vote its equity - a very reasonable request in view of ONEOK, Inc.’s substantial equity interest in the Partnership, and one that is consistent with other newer master limited partnership (MLP) governing documents.
 
How have the Partnership units performed over the past year since the business transactions with ONEOK, Inc.? 
 
Performance has been outstanding. The market price of the Common Units has increased over 50% since the business transactions with ONEOK, Inc. in March, 2006. The quarterly distributions payable to Common Unitholders has increased 23% over this time period.
 
 
 
YOUR VOTE IS IMPORTANT
 
PLEASE VOTE FOR THE AMENDMENT PROPOSAL
 
 
VOTE “FOR” TO MAINTAIN YOUR DISTRIBUTIONS
You have two additional voting options
 
            ü Vote by Internet                           ü  Vote by Telephone
 
 
 
 
Follow the easy instructions.
The Board of Directors of the General Partner recommends a vote FOR the Amendment Proposal.
 
 
VOTE 24 HOURS A DAY, 7 DAYS A WEEK
 

 
 
Your vote is critical. Please vote your Common Units.