January 20, 2014,
Dear ONEOK Shareholder:
I am pleased to inform you that on January 8, 2014, the board of directors of ONEOK, Inc. (“ONEOK”) approved the distribution of all of the shares of common stock of ONE Gas, Inc. (“ONE Gas”), a wholly owned subsidiary of ONEOK, to ONEOK shareholders. Prior to the distribution, ONEOK will transfer its natural gas distribution business to ONE Gas.
The distribution of shares is to be made pursuant to a plan initially approved by the board of directors of
ONEOK on July 24, 2013, to separate ONEOK’s natural gas distribution business from the other ONEOK businesses. Upon the distribution of shares, ONEOK shareholders will own 100 percent of the common stock of ONE Gas. ONEOK’s board of directors believes that creating a separate natural gas distribution company will serve a number of corporate business purposes and increase value to, and is in the best interests of, our shareholders.
The distribution of ONE Gas common stock is expected to occur on January 31, 2014, by way of a pro rata dividend to ONEOK shareholders of record on January 21, 2014, the record date of the distribution. Each ONEOK shareholder will be entitled to receive one share of ONE Gas common stock for every four shares of ONEOK common stock held by such shareholder at the close of business on the record date. ONE Gas common stock will be issued in book-entry form only, which means that no physical stock certificates will be issued. No fractional shares of ONE Gas common stock will be issued. If you would otherwise have been entitled to a fractional share of ONE Gas common stock in the distribution, you will receive the cash value of such fractional share instead. Shareholder approval of the distribution is not required, and you are not required to take any action to receive your ONE Gas common stock. The distribution is intended to be tax-free for U.S. federal income tax purposes to ONEOK shareholders, except for cash received in lieu of any fractional share interest.
Following the distribution, you will own shares in both ONEOK and ONE Gas. The number of ONEOK shares you own will not change as a result of this distribution. ONEOK’s common stock will continue to trade on the New York Stock Exchange under the symbol “OKE.” ONE Gas common stock will trade on the New York Stock Exchange under the ticker symbol “OGS.”
The Information Statement, which is being mailed to all holders of ONEOK common stock on the record date for the distribution, describes the distribution in detail and contains important information about ONE Gas, its business, financial condition and operations. We urge you to read the Information Statement carefully. You are not required to take any specific action.
We want to thank you for your continued support of ONEOK, and we look forward to your future support of ONE Gas.
Chairman and Chief Executive Officer