8-K 1 y15790e8vk.txt FORM 8-K ================================================================================ 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 (Date of Earliest Event Reported): December 16, 2005 The Williams Companies, Inc. (Exact name of registrant as specified in its charter) Delaware 1-4174 73-0569878 ----------------------------- ------------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) One Williams Center, Tulsa, OK 74172 ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 918-573-2000 Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [x] Written communications 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 8.01. OTHER EVENTS. The Williams Companies, Inc. ("Williams") today announced that it has extended, until 5:00 p.m., New York City time, on January 11, 2006, its previously announced offer ("Offer") to pay a cash premium to holders of any and all of up to $299,987,000 aggregate principal amount outstanding of its 5.50% Junior Subordinated Convertible Debentures due 2033 ("Debentures") who elect to convert their Debentures to shares of Williams' common stock, $1.00 par value per share, subject to the terms of the Offer. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on December 15, 2005. The other terms and conditions of the Offer are described in the Conversion Offer Prospectus and Letter of Transmittal, each dated November 17, 2005. As of 5:00 p.m., New York City time, on December 15, 2005, holders of $220,110,750 aggregate principal amount of the outstanding Debentures (constituting 73.4% of the principal amount of the outstanding Debentures) had delivered valid tenders pursuant to the Offer. A copy of the press release announcing the same is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) None (b) None (c) Exhibits: Exhibit 99.1 Copy of press release dated December 16, 2005, publicly reporting the matters discussed herein, filed pursuant to Item 8.01. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Williams Companies, Inc. December 16, 2005 /s/ Brian K. Shore ---------------------- Name: Brian K. Shore Title: Secretary 3 Exhibit Index EXHIBIT NO. DESCRIPTION EX-99.1 Press Release dated December 16, 2005 4