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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE WILLIAMS COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 73-0569878
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
J. FURMAN LEWIS, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ONE WILLIAMS CENTER THE WILLIAMS COMPANIES, INC.
TULSA, OKLAHOMA 74172 ONE WILLIAMS CENTER
(918) 588-2000 TULSA, OKLAHOMA 74172
(Address, including zip code, and (918) 588-2000
telephone number, including area code, (Name, address, including zip code, and
of registrant's principal executive office) telephone number, including area code,
of agent for service)
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Copy to:
KEITH L. KEARNEY, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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Common Stock, $1.00 par value............... 1,197,618 shares $38.25 $45,808,889 $15,796
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Preferred Stock Purchase Rights(2).......... 598,809
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(1) Estimated for the sole purpose of computing the registration fee.
(2) Preferred Stock Purchase Rights (the "Rights") are evidenced by certificates
for shares of the Common Stock and automatically trade with the Common
Stock. Value attributable to such Rights, if any, is reflected in the market
price of the Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
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SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 1995
PROSPECTUS
1,197,618 SHARES
THE WILLIAMS COMPANIES, INC.
COMMON STOCK
($1.00 PAR VALUE)
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All the shares of Common Stock of The Williams Companies, Inc. ("Williams"
or the "Company") being offered hereby (the "Shares") are held by Williams
Holdings of Delaware, Inc. (the "Selling Stockholder"), a wholly-owned
subsidiary of the Company.
Shares may, from time to time, be offered for sale and sold in transactions
executed on the New York Stock Exchange or other exchanges on which the Shares
may be traded, in the over-the-counter market, in negotiated transactions or
through other means. Sales may be effected at market prices prevailing at the
time of sale or at such other prices as may be negotiated. The Company's Common
Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Selling Stockholder may sell the Shares through underwriters, dealers
or agents, or directly to one or more institutional purchasers. This Prospectus
will be supplemented by a prospectus supplement or supplements (the "Prospectus
Supplement") and will set forth the names of underwriters or agents, if any, any
applicable commissions or discounts and the net proceeds to the Selling
Stockholder from any such sale. See "Plan of Distribution" for possible
indemnification arrangements for underwriters, dealers and agents.
September , 1995
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy or information statements and other information with the
Securities and Exchange Commission (the "Commission"). This Prospectus contains
information concerning the Company but does not contain all of the information
set forth in the Registration Statement and exhibits thereto which the Company
has filed with the Commission under the Securities Act of 1933 (the "Securities
Act"). Such reports, proxy or information statements, Registration Statement and
exhibits and other information filed by the Company with the Commission can be
inspected at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street., N.W., Washington, D.C. 20549, and should also be
available for inspection and copying at the Regional Offices of the Commission
located at 7 World Trade Center, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy or information statements, Registration Statement and
exhibits and other information concerning the Company can also be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104 and 233 South Beaudry Avenue, Los Angeles,
California 90014.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference documents filed by the Company
which are not presented herein or delivered herewith. These documents are
available from The Williams Companies, Inc., One Williams Center, Tulsa,
Oklahoma 74172, (918) 588-2000, Attention: Corporate Secretary.
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:
1. the Company's Annual Report on Form 10-K for the year ended December 31,
1994;
2. the Company's Quarterly Reports on Form 10-Q for the quarter ended March
31, 1995 and June 30, 1995;
3. the Company's Current Reports on Form 8-K dated January 11, 1995,
January 31, 1995 and May 4, 1995;
4. the Company's Current Report on Form 8-K/A dated March 29, 1995,
excluding item 8 of Transco Energy Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, which 10-K is incorporated
by reference in the Form 8-K/A;
5. the Proxy Statement of the Company dated March 18, 1995; and
6. the Company's Registration Statement on Form 8-A dated February 6, 1986
and the Company's Registration Statement on Form 8-B dated August 20,
1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereunder shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
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THE COMPANY
The Company, through subsidiaries, is engaged in the transportation and
sale of natural gas and related activities, natural gas gathering and processing
operations, the transportation of petroleum products, the telecommunications
business and provides a variety of other products and services to the energy
industry and financial institutions. In January of 1995 the Company sold a major
portion of its telecommunications assets and in May of 1995 the Company
completed the acquisition of Transco Energy Company which, through its
subsidiaries, transports natural gas to markets in the eastern half of the
United States. The Company's subsidiaries currently own and operate: (i) four
interstate natural gas pipeline systems and have a fifty percent interest in a
fifth; (ii) a common carrier petroleum products pipeline system; and (iii)
natural gas gathering and processing facilities and production properties. The
Company also markets natural gas and natural gas liquids. The Company's
telecommunications subsidiaries offer data, voice and video-related products and
services and customer premises equipment nationwide. The Company also has
investments in the equity of certain other companies.
The Company's principal executive offices are located at One Williams
Center, Tulsa, Oklahoma 74172, and its telephone number is (918) 588-2000.
USE OF PROCEEDS
Except as otherwise set forth in any Prospectus Supplement, the net
proceeds to be received by the Selling Stockholder from the sale of the Shares
will be used for general corporate purposes. The Selling Stockholder is a
wholly-owned subsidiary of the Company.
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PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The shares of Common Stock of The Williams Companies, Inc. (the "Williams
Common Stock") are traded on the New York Stock Exchange ("NYSE") under the
trading symbol "WMB". The following table sets forth the high and low sales
prices of Williams Common Stock on the NYSE Composite Tape and the cash
dividends declared on the Williams Common Stock during each quarter presented.
CASH
DIVIDENDS
HIGH LOW PAID
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1993
First Quarter............................................ $24 3/16 $17 15/16 $0.19
Second Quarter........................................... 27 9/16 23 3/8 0.19
Third Quarter............................................ 31 7/8 26 1/4 0.19
Fourth Quarter........................................... 31 3/16 24 3/8 0.21
1994
First Quarter............................................ 27 3/8 22 3/8 0.21
Second Quarter........................................... 30 5/8 22 1/8 0.21
Third Quarter............................................ 33 3/8 28 0.21
Fourth Quarter........................................... 30 1/2 23 1/4 0.21
1995
First Quarter............................................ 30 7/8 24 1/2 0.27
Second Quarter........................................... 35 3/4 30 1/4 0.27
Third Quarter............................................ 39 1/2 34 3/8 0.27
(through September 20, 1995)
On September 20, 1995, the reported closing sale price of Williams Common
Stock on the NYSE Composite Tape was $38.25 per share. There were approximately
14,391 holders of Williams Common Stock of record as of September 20, 1995.
Holders of Williams Common Stock are entitled to dividends as declared by
the Company's Board of Directors. Debt instruments of certain subsidiaries of
the Company limit the amount of dividend payments to the Company which may
adversely impact the funds available to the Company to pay dividends on any
preferred stock and Williams Common Stock.
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DESCRIPTION OF THE CAPITAL STOCK
The following description of the material terms of the Company's Capital
Stock does not purport to be complete and is qualified in its entirety by
reference to the Company's Restated Certificate of Incorporation, as amended,
and By-laws, which are incorporated by reference in this Registration Statement.
DESCRIPTION OF WILLIAMS COMMON STOCK
As of September 15, 1995, there were 240,000,000 shares of Williams Common
Stock authorized and 102,107,196 outstanding (excluding 2,839,714 shares of
Williams Common Stock then held by the Company and its subsidiaries.)
Holders of Williams Common Stock are entitled to dividends as declared by
the Company's Board of Directors. Debt instruments of certain subsidiaries of
the Company limit the amount of dividend payments to the Company which may
adversely impact the funds available to the Company to pay dividends on any
preferred stock and Williams Common Stock.
Subject to the rights of the holders of any outstanding shares of any
preferred stock of the Company, holders of Williams Common Stock are entitled to
cast one vote for each share held of record on all matters. Voting securities do
not have cumulative voting rights. This means holders of more than 50 percent of
the voting power of all securities outstanding voting for the election of
directors can elect 100 percent of the directors if they choose to do so; and in
such event, the holders of the remaining voting power will not be able to elect
any person or persons to the Company's Board of Directors.
Shareholders have no preemptive or subscription rights upon the issuance of
additional shares of the Company's stock of any class or series. Upon
liquidation or dissolution of the Company, whether voluntary or involuntary, the
holders of Williams Common Stock are entitled to share ratably in the assets of
the Company available for distribution after provision for creditors and holders
of preferred stock. All of the issued and outstanding shares of Williams Common
Stock are duly authorized, validly issued, fully paid and will not be subject to
further calls or assessments.
Each share of Williams Common Stock has 0.50 Preferred Stock Purchase
Rights ("Rights") attached unless and until the Rights are redeemed.
DESCRIPTION OF THE RIGHTS
The following description of the material terms of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Rights Agreement, dated as of July 12, 1988, between the
Company and First Chicago Trust Company of New York which is incorporated by
reference in this Registration Statement.
Rights are evidenced by certificates for Williams Common Stock and will
automatically trade with such Williams Common Stock unless and until they become
exercisable or are redeemed. If and when the Rights become exercisable, Rights
certificates will be distributed and the Rights will become separately
tradeable.
Each Right entitles the holder thereof to purchase from the Company one
two-hundredth of a share of the Company's Series A Preferred Stock for a price
of $75 subject to adjustments. The Rights become exercisable after the tenth day
following the date (the "Stock Acquisition Date") on which a public announcement
is made that any person (an "Acquiring Person") has acquired beneficial
ownership of 20 percent or more of the outstanding shares of Williams Common
Stock or 10 business days following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, the person or group proposing such offer would be
beneficial owner of 30 percent or more of the outstanding shares of Williams
Common Stock. The Rights expire on the earlier of (i) February 6, 1996 or (ii)
the date on which the Rights are redeemed. The Company is entitled to redeem in
whole, but not in part, the Rights at any time until 30 days following the Stock
Acquisition Date, at a redemption price of $.05 per Right.
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In the event that, anytime following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50
percent or more of its assets or earning power is sold, provision shall be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price (as defined in the
rights agreement for the Rights) of the Right, common stock of the acquiring
entity which has a value of two times the Purchase Price of the Right. Following
the occurrence of any of the events described above in this paragraph, any
Rights that are or were beneficially owned by an Acquiring Person or affiliates
or associates of any Acquiring Person will immediately become null and void.
Holders of the Rights have no right to vote or to receive dividends.
DESCRIPTION OF THE PREFERRED STOCK
The Company is authorized to issue up to 30,000,000 shares of Preferred
Stock, par value $1.00 per share, in one or more series. The only preferred
stock of the Company currently outstanding consists of 2.5 million shares of its
series of $3.50 Convertible Preferred Stock (the "$3.50 Shares") and 869,552
shares of its series $2.21 Preferred Stock (the "$2.21 Shares" which together
with the $3.50 Shares comprise the "Preferred Stock"). The Preferred Stock ranks
senior to Williams Common Stock upon liquidation and as to dividends and
redemption. If dividends or amounts payable on liquidation are not paid in full
on the Preferred Stock of all series, then all series share ratably in the
amount available therefor.
Holders of the shares of the Preferred Stock are entitled to receive, when
and if declared by the Company's Board of Directors, annual cash dividends
payable in quarterly installments which are cumulative. Dividends are payable to
holders of record as they appear on the stock books of the Company on such
record dates not more than 60 nor less than 10 days preceding the payment dates
as shall be fixed by the Board of Directors.
Unless full cumulative dividends on the Preferred Stock and any stock
ranking on parity with the Preferred Stock as to dividends or upon liquidation
("Parity Stock") have been paid or funds have been set apart for payment thereon
through the current dividend period with respect to the Preferred Stock and any
Parity Stock, the Company may not (i) declare or pay any dividend or
distribution on any junior stock of the Company or (ii) redeem or set apart
funds for the purchase or redemption of any junior stock.
In the event of any liquidation, dissolution or winding up of the Company,
the holders of shares of the Preferred Stock are entitled to receive out of
assets of the Company available for distribution to shareholders, before any
distribution of assets is made to holders of Williams Common Stock, liquidating
distributions plus dividends accrued and accumulated but unpaid to the
redemption date. If upon any liquidation, dissolution or winding up of the
Company, the amounts payable with respect to the Preferred Stock and any Parity
Stock are not paid in full, the holders of the Preferred Stock and any Parity
Stock of the Company will share ratably in any such distribution of assets in
proportion to the full respective preferential amounts to which they are
entitled. After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of shares of the Preferred Stock will not
be entitled to any further participation in any distribution of assets by the
Company. Neither a consolidation or merger of the Company with another
corporation nor a sale or transfer of all or part of the Company's assets for
cash or securities shall be considered a liquidation, dissolution or winding up
of the Company.
The Preferred Stock is not subject to any mandatory redemption or sinking
fund provision. The Preferred Stock is redeemable on at least 30 but not more
than 60 days' notice, at the option of the Company, in whole or in part, with
respect to the $2.21 Shares, at any time on and after September 1, 1997 at a
redemption price equal to $25 per share and with respect to the $3.50 Shares, at
any time on and after November 1, 1999, in whole or in part, at a redemption
price initially equal to $51.40 per share and declining ratably to $50.00 per
share on November 1, 2003, plus, in both cases, dividends accrued and
accumulated but unpaid to the redemption date. If less than all the outstanding
shares of the Preferred Stock are to be redeemed, the Company will select those
to be redeemed by lot or a substantially equivalent method.
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Except as indicated below, the holders of shares of the Preferred Stock
have no voting rights. If the equivalent of six quarterly dividends payable on
the Preferred Stock or on any other preferred stock is in arrears, the number of
directors of the Company will be increased by two and the holders of all
outstanding shares of the Preferred Stock, voting as a single class without
regard to series, will be entitled to elect the additional two directors until
all dividends in arrears have been paid or declared and set apart for payment.
The $2.21 Shares are not convertible into, or exchangeable for, shares of
Williams Common Stock. Each preferred share of the $3.50 Shares is convertible
at the option of the holder thereof into 1.5625 shares of Williams Common Stock
subject to certain anti-dilution adjustments. The Preferred Stock has no
preemptive rights. All of the Preferred Stock are fully paid and nonassessable.
The Preferred Stock may not be called, retired or in any way redeemed, except
pursuant to the redemption provisions set out above.
SELLING STOCKHOLDER
The Selling Stockholder owns the Shares that may be offered hereby. The
Shares constitute all of the shares of Williams Common Stock held by the Selling
Stockholder prior to this offering. The Selling Stockholder acquired the Shares
over a period from August 29, 1994 through November 30, 1994, in various
open-market transactions.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Shares through underwriters, dealers
or agents, or directly to a limited number of purchasers or to a single
purchaser. A Prospectus Supplement with respect to the Shares offered thereby
will set forth the terms of the offering of such Shares, including the name or
names of any underwriters, dealers or agents, the purchase price of such Shares
and the proceeds to the Selling Stockholder from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers. The public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, the Shares will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
underwriter or underwriters with respect to a particular underwritten offering
of Shares will be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in such Prospectus Supplement, the obligations of the
underwriters to purchase the Shares will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all such Shares if
any are purchased.
Shares may be sold directly by the Selling Stockholder or through agents
designated by the Selling Stockholder from time to time. Any such agent, who may
be deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of any of the Shares will be named, and any
commissions payable by the Selling Stockholder to such agent will be set forth,
in the Prospectus Supplement relating to such offer or sale. Unless otherwise
indicated in such Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If sold through agents, the Shares offered hereby may be sold from time to
time through such agents, by means of (i) ordinary brokers' transactions, (ii)
block transactions (which may involve crosses) in accordance with the rules of
the New York Stock Exchange (Exchange), in which such agent may attempt to sell
the Shares as agent but may position and resell all or a portion of the blocks
as principal, (iii) "fixed price offerings" off the floor of the Exchange or
"exchange distributions" and "special offerings" in accordance with the rules of
the Exchange or (iv) a combination of any such methods of sale, in each case at
market prices prevailing at the time of sale in the case of transactions on the
Exchange and at negotiated prices related to prevailing market prices in the
case of transactions off the floor of the Exchange. In connection therewith,
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distributors' or sellers' commissions may be paid or allowed that will not
exceed those customary in the types of transactions involved. If an agent
purchases Shares as principal, such stock may be resold by any of the methods of
sale described above.
From time to time an agent may conduct a "fixed price offering" of Shares
covered by this Prospectus off the floor of the Exchange. In such case, such
agent would purchase a block of the Shares from the Selling Stockholder and
would form a group of selected dealers to participate in the resale of such
Shares. Any such offering would be described in a Prospectus Supplement setting
forth the terms of the offering and the number of the Shares being offered. It
is also possible that an agent may conduct from time to time "special offerings"
or "exchange distributions" in accordance with the rules of the Exchange. Any
such offering or distribution would be described in a Prospectus Supplement at
the time thereof.
If a dealer is used in the sale of the Shares, the Selling Stockholder
would sell such Shares to the dealer, as principal. The dealer may then resell
such Shares to the public at varying prices to be determined by such dealer at
the time of resale. The name of any dealer involved in a particular offering of
Shares and any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the Prospectus Supplement relating to such offering.
Subject to certain conditions, the Company and the Selling Stockholder may
agree to indemnify the several underwriters, agents or dealers and their
controlling persons against certain civil liabilities, including certain
liabilities under the Securities Act, or to have the Company and the Selling
Stockholder contribute to payments any such person may be required to make in
respect hereof. Agents, underwriters and dealers may engage in transactions with
or perform services for the Company and the Selling Stockholder in the ordinary
course of business.
LEGAL OPINIONS
The legal validity of the Shares offered hereby will be passed upon for the
Company and Selling Stockholder by J. Furman Lewis, Esq., Senior Vice President
and General Counsel of the Company, and for any underwriters, dealers or agents
by Davis Polk & Wardwell.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing therein and incorporated herein by reference. The
financial statements and schedules referred to above are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering of the Shares, all of which will be borne by Williams.
SEC Registration Fee...................................................... $ 15,796
Blue Sky Fees and Expenses................................................ 10,000
Accounting Fees and Expenses.............................................. 10,000
Legal Fees and Expenses................................................... 25,000
Printing.................................................................. 30,000
Miscellaneous............................................................. 9,204
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TOTAL........................................................... $100,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made party by
reason of their being or having been a director, officer, employee or agent of
the Company. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware. In
addition, the Company has entered into indemnity agreements with its directors
and certain officers providing for, among other things, the indemnification of
and the advancing of expenses to such individuals to the fullest extent
permitted by law, and to the extent insurance is maintained, for the continued
coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
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1.1 -- Form of Sales Agency Agreement
*4.1 -- Restated Certificate of Incorporation of the Company (filed as
Exhibit 4(a) to Form 8-B Registration Statement filed August 20,
1987).
*4.2 -- Certificate of Amendment of Restated Certificate of Incorporation of
the Company, dated May 20, 1994 (filed as Exhibit 3(d) to Form 10-K
for the year ended December 31, 1994).
*4.3 -- Certificate of designation with respect to the $2.21 Cumulative
Preferred Stock (filed as Exhibit 4.3 to the Registration Statement
on Form S-3 filed August 19, 1992).
*4.4 -- Certificate of Increase of Authorized Number of Shares of Series A
Junior Participating Preferred Stock (filed as Exhibit 3(c) to Form
10-K for the year ended December 31, 1988).
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EXHIBIT
NUMBER EXHIBIT
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*4.5 -- Form of Certificate of Designation Preferences and Rights with
respect to the $3.50 Cumulative Convertible Preferred Stock (filed as
Exhibit 4.1 to Amendment No. 2 to Form S-4 Registration Statement No.
33-57639, filed March 30, 1995).
*4.6 -- Amended and Restated Rights Agreement, dated as of July 12, 1988,
between the Company and First Chicago Trust Company of New York
(filed as Exhibit 4(c) to Form 8, dated July 28, 1988).
*4.6 -- By-laws of the Company (filed as Exhibit 3 to Form 10-Q for the
quarter ended September 30, 1993).
*4.7 -- U.S. $800,000,000 Credit Agreement, dated as of February 23, 1995,
among the Company and certain of its subsidiaries and the banks named
therein and Citibank, N.A., as agent (filed as Exhibit 4(b) to Form
10-K for the year ended December 31, 1994).
*4.8 -- First Amendment, dated as of June 15, 1995, to Exhibit 4.7 above
(filed as Exhibit 4.9 to the Northwest Pipeline Corporation Form S-3
Registration Statement No. 33-62639 filed, September 14, 1995).
*4.9 -- 6% Convertible Subordinated Debenture Due 2005 and Warrant to
Purchase Common Stock issued to Williams Holdings of Delaware on
April 15, 1995 (filed as Exhibit 4.10 to Form S-8 Registration
Statement No. 33-58969, filed May 1, 1995).
5.1 -- Opinion and Consent of J. Furman Lewis, Esq., Senior Vice President
and General Counsel of the Company.
*12.1 -- Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements (filed as Exhibit 12 to Form
10-K for the year ended December 31, 1994).
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of J. Furman Lewis, Esq. (contained in Exhibit 5.1)
24.1 -- Power of Attorney.
---------------
* Each such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
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12
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Incorporation of Subsequent Exchange Act Documents. The undersigned
Registrant undertakes hereby that, for purposes of determining liability under
the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma on September 22, 1995.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ BOBBY E. POTTS
-------------------------------
Bobby E. Potts
Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
-------------------------------------------- --------------------------- -------------------
* Chairman of the Board, Chief
------------------------------- Executive Officer,
Keith E. Bailey President and Director
(principal executive
officer)
* Senior Vice
------------------------------- President -- Finance and
Jack D. McCarthy Chief Financial Officer
(principal financial
officer)
* Controller (principal
------------------------------- accounting officer)
Gary R. Belitz
* Director
-------------------------------
Harold W. Andersen
* Director
-------------------------------
Ralph E. Bailey
* Director September 22, 1995
-------------------------------
Glenn A. Cox
* Director
-------------------------------
Thomas H. Cruikshank
* Director
-------------------------------
Patricia L. Higgins
* Director
-------------------------------
Ervin S. Duggan
* Director
-------------------------------
Robert J. LaFortune
* Director
-------------------------------
James C. Lewis
II-4
14
SIGNATURE TITLE DATE
-------------------------------------------- -------------------------- ---------------------
* Director
----------------------------------
Jack A. MacAllister
* Director
----------------------------------
James A. McClure
* Director
----------------------------------
Peter C. Meinig
* Director September 22, 1995
----------------------------------
Kay A. Orr
* Director
----------------------------------
Gordon R. Parker
* Director
----------------------------------
Joseph H. Williams
*By: /s/ BOBBY E. POTTS
-------------------------------
Bobby E. Potts
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT PAGE NO.
----------------------------------------------------------------------------------------------
1.1 -- Form of Sales Agency Agreement
5.1 -- Opinion and Consent of J. Furman Lewis, Esq., Senior Vice President
and General Counsel of the Company.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of J. Furman Lewis, Esq. (contained in Exhibit 5.1).
24.1 -- Power of Attorney.