As filed with the Securities and Exchange Commission on February 2, 2015
Registration No. 333-128881
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Williams Partners GP LLC Long-Term Incentive Plan
(Full title of plan)
| Delaware | 20-2485124 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Williams Center
Tulsa, Oklahoma 74172-0172
(918) 573-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Craig L. Rainey, Esq.
General Counsel
WPZ GP LLC
One Williams Center, Suite 4900
Tulsa, Oklahoma 74172-0172
(918) 573-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robyn E. Zolman
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, CO 80202-2642
(303) 298-5700
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration No. 333-128881 filed on Form S-8 (the “Registration Statement”) by the Registrant with the Securities and Exchange Commission on October 7, 2005, which registered 100,000 common units representing limited partner interests of the Registrant issuable pursuant to the Williams Partners GP LLC Long-Term Incentive Plan.
On February 2, 2015, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 24, 2014, among the Registrant, Access Midstream Partners, L.P. (“ACMP”), Access Midstream Partners GP, L.L.C., Williams Partners GP LLC, and VHMS LLC (“Merger Sub”), Merger Sub, a direct and wholly-owned subsidiary of ACMP, merged with and into the Registrant, with the Registrant being the surviving entity and becoming a subsidiary of ACMP (the “Merger”).
In connection with the Merger, the offerings pursuant to the Registration Statement have been terminated. The Registrant hereby removes from registration any of the securities of the Registrant registered under the Registration Statement that remain unsold under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on February 2, 2015.
| WILLIAMS PARTNERS L.P. | ||
| By: | VHMS GP LLC, its general partner | |
| By: | ACCESS MIDSTREAM PARTNERS, L.P., its sole member | |
| By: | WPZ GP LLC, its general partner | |
| By: | /s/ William Gault | |
| William Gault | ||
| Assistant Secretary | ||
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933.
