ONEOK Partners LP (Form: 8-K, Received: 07/13/2011 17:22:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

	(Date of report)	July 13, 2011
	(Date of earliest event reported)	July 12, 2011

ONEOK PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-12202	93-1120873
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

[] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03		Amendments to Articles of Incorporation or Bylaws
		On July 12, 2011, the General Partner of ONEOK Partners, L.P. (the “Partnership”) amended the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) to modify certain definitions related to target distribution amounts and minimum distribution amounts in connection with the previously announced split of the Partnership’s units effected by a distribution on July 12, 2011, of one Common Unit for each Common Unit outstanding and one Class B Unit for each Class B Unit outstanding to unit holders of record on June 30, 2011. The foregoing is qualified in its entirety by reference to the amendment which is included as Exhibit 3.1 to this Current Report.


Item 7.01		Regulation FD Disclosure
		On July 12, 2011, the Partnership issued a news release announcing the completion of the two-for-one split of the Partnership’s outstanding units. A copy of the news release is included as Exhibit 99.1and is incorporated herein by reference. The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 8.01		Other Events

		On July 12, 2011, the Partnership completed its previously announced two-for-one split of the Partnership’s outstanding units. The two-for-one split was affected by a distribution on July 12, 2011, of one unit for each unit outstanding and held by holders of record on June 30, 2011. The Common Units began trading on a post-split basis on the New York Stock Exchange beginning at the opening of trading on July 13, 2011.
Item 9.01		Financial Statements and Exhibits
		Exhibits
		3.1 Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of ONEOK Partners, L.P. dated July 12, 2011.
		99.1 News release of ONEOK Partners, L.P. dated July 12, 2011 announcing completion of unit split.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ONEOK Partners, L.P. By: ONEOK Partners GP, L.L.C., General Partner

Date:	July 13, 2011	By:	/s/ Robert F. Martinovich
			Robert F. Martinovich Senior Vice President, Chief Financial Officer and Treasurer

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

ONEOK PARTNERS, L.P.

This Amendment No. 2, dated July 12, 2011 (this “ Amendment ”), to the Third Amended and Restated Agreement of Limited Partnership (the “ Partnership Agreement ”) of ONEOK Partners, L.P., a Delaware limited partnership, dated as of September 15, 2006, is entered into and effectuated by ONEOK Partners GP, L.L.C., a Delaware limited liability company in its capacity as the General Partner, pursuant to authority granted to it in Article XV of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS, Section 4.5 of the Partnership Agreement provides that the Partnership may effect a subdivision of Partnership Securities;

WHEREAS, the Partnership has heretofore authorized a two-for-one split (the “ Unit Split ”) for each class of Partnership Securities, namely the Common Units and the Class B Units and, in accordance with Section 4.5(b) of the Partnership Agreement, has set June 30, 2011 as the Record Date for such Unit Split;

WHEREAS, pursuant to the terms of the Partnership Agreement and the requirements of the New York Stock Exchange (the “ NYSE ”), the Partnership provided written notice of the Unit Split to the NYSE and to the Partnership’s Record Holders on June 7, 2011 and June 10, 2011, respectively;

WHEREAS, Section 5.6 of the Partnership Agreement provides that the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution shall be proportionately adjusted in the event of any subdivision of Units; and

WHEREAS, the General Partner has determined that it is in the best interests of the Partnership and the Limited Partners to amend the Partnership Agreement to reflect the Unit Split and to make such other changes pursuant to Section 15.1(d)(iii) of the Partnership Agreement as the General Partner deems appropriate.

NOW, THEREFORE, it is hereby agreed as follows:

Amendment. The Partnership Agreement is hereby amended as follows:

Section 2.1 is hereby amended as follows:

a new definition of “2011 Unit Split” shall be added to Section 2.1 in appropriate alphabetical order, as follows:

				“ 2011 Unit Split ” means the two-for-one split of the Common Units and of the Class B Units affected on July 12, 2011 by way of a dividend and distribution of (i) one Common Unit for each Common Unit outstanding and (ii) one Class B Unit for each Class B Unit outstanding, in each case, to Record Holders as of June 30, 2011.

			b)	the definition of “Class B Unit” shall be deleted in its entirety and replaced with the following:

				“ Class B Unit ” means a Unit, of which a total of 72,988,252 were Outstanding on the Split Date (after giving effect to the 2011 Unit Split), representing a fractional part of the Partnership Interests of all Limited Partners and Assignees and having the rights and obligations specified with respect to Class B Units in this Agreement. Except as otherwise provided in this Agreement, the term “Class B Unit” does not refer to a Common Unit prior to the conversion of the Class B Unit into a Common Unit pursuant to the terms hereof.

			c)	the definition of “First Target Distribution” shall be deleted in its entirety and replaced with the following:

				“ First Target Distribution ” means $0.3025 per Unit per calendar quarter, subject to adjustment in accordance with Sections 5.6 and 9.5.

			d)	the definition of “Minimum Quarterly Distribution” shall be deleted in its entirety and replaced with the following:

				“ Minimum Quarterly Distribution ” means $0.275 per Unit per calendar quarter, subject to adjustment in accordance with Sections 5.6 and 9.5.

			e)	the definition of “Second Target Distribution” shall be deleted in its entirety and replaced with the following:

				“ Second Target Distribution ” means $0.3575 per Unit per calendar quarter, subject to adjustment in accordance with Sections 5.6 and 9.5.

			f)	a new definition of “Split Date” shall be added to Section 2.1 in appropriate alphabetical order, as follows:

				“ Split Date ” means July 12, 2011.

			g)	the definition of “Third Target Distribution” shall be deleted in its entirety and replaced with the following:

“ Third Target Distribution ” means $0.4675 per Unit per calendar quarter, subject to adjustment in accordance with Sections 5.6 and 9.5.

Section 4.8(a) shall be deleted in its entirety and replaced with the following:

			a)	General . Prior to the Effective Date, the Partnership Policy Committee designated and created a class of Units designated as “Class B Units” and fixed the designations, preferences and relative, participating, optional or other special rights, power and duties of holders of the Class B Units as set forth in this Section 4.8. As of the Split Date (after giving effect to the 2011 Unit Split), there shall be a total of 72,988,252 Class B Units.

	B.	Agreement in Effect. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

	C.	Applicable Law. This Amendment shall be construed and governed by the laws of the State of Delaware.

	D.	Invalidity of Provisions. If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be effected thereby.

	E.	Counterparts. This Amendment may be executed in counterparts, all of which together shall constitute an agreement binding on all parties thereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

ONEOK PARTNERS GP, L.L.C.

By: /s/ John W. Gibson

Name: John W. Gibson

Title: Chairman, President and

Chief Executive Officer

July 12, 2011	Analyst Contact:	Andrew Ziola
		918-588-7163
	Media Contact:	Megan Washbourne
		918-588-7572

ONEOK Partners Completes Two-for-One Unit Split

TULSA, Okla. – July 12, 2011 – ONEOK Partners, L.P. (NYSE: OKS) today announced that it has completed its previously announced two-for-one split of the partnership’s common units and Class B units.

“With the completion of this first-ever split, we believe our liquidity will be enhanced and our units will be more accessible to potential investors,” said John W. Gibson, ONEOK Partners chairman, president and chief executive officer.

The two-for-one split was affected by a distribution of one unit for each unit outstanding and held by holders of record on June 30, 2011. The partnership’s units will trade on a post-split basis on the New York Stock Exchange beginning at the opening of trading on July 13, 2011.

As a result of the two-for-one unit split, the partnership now has 130,827,354 common units and 72,988,252 Class B units outstanding, and its minimum quarterly distribution and target distribution levels will be adjusted proportionately.

ONEOK Partners, L.P. (NYSE: OKS) is one of the largest publicly traded master limited partnerships, and is a leader in the gathering, processing, storage and transportation of natural gas in the U.S. and owns one of the nation’s premier natural gas liquids (NGL) systems, connecting NGL supply in the Mid-Continent and Rocky Mountain regions with key market centers. Its general partner is a wholly owned subsidiary of ONEOK, Inc. (NYSE: OKE), a diversified energy company, which owns 42.8 percent of the overall partnership interest. ONEOK is one of the largest natural gas distributors in the United States, and its energy services operation focuses primarily on marketing natural gas and related services throughout the U.S.

For more information, visit the website at www.oneokpartners.com.

For the latest news about ONEOK Partners, follow us on Twitter @ONEOKPartners.

Some of the statements contained and incorporated in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. The forward-looking statements relate to our anticipated financial performance, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. The following discussion is intended to identify

ONEOK Partners Completes Two-for-One Unit Split

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important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this news release identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled” and other words and terms of similar meaning.

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