-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmfwheCXLnATbOUIXq/UQ39meVkJ6eacDoDojS8nH1O0+zKO1c3ilxABwmm5vrn/ ofuCDj0+j1nWTLrG1OPuqw== 0000950123-10-092902.txt : 20101013 0000950123-10-092902.hdr.sgml : 20101013 20101013105222 ACCESSION NUMBER: 0000950123-10-092902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101008 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COMPANIES INC CENTRAL INDEX KEY: 0000107263 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 730569878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04174 FILM NUMBER: 101120727 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185732000 MAIL ADDRESS: STREET 1: ONE WILLIAM CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS BROTHERS COMPANIES DATE OF NAME CHANGE: 19710817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Williams Partners L.P. CENTRAL INDEX KEY: 0001324518 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 202485124 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32599 FILM NUMBER: 101120728 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172-0172 BUSINESS PHONE: (918) 573-2000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172-0172 8-K 1 c60716e8vk.htm FORM 8-K e8vk
 
 
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): October 8, 2010
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   1-4174   73-0569878
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
Incorporation)       Identification No.)
     
One Williams Center, Tulsa, Oklahoma   74172
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code: 918/573-2000
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
         
Delaware   1-32599   20-2485124
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
Incorporation)       Identification No.)
     
One Williams Center, Tulsa, Oklahoma   74172
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code: 918/573-2000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
      o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
      o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
      o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
      o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
          On October 8, 2010, Steven J. Malcolm, Chairman of the Board and Chief Executive Officer of each of The Williams Companies, Inc. (“Williams”) and Williams Partners GP LLC (the “Williams Partners General Partner”), the general partner of Williams Partners L.P., informed the Boards of Directors of Williams and the Williams Partners General Partner that he will retire from his positions with Williams and the Williams Partners General Partner effective January 3, 2011.
          On October 12, 2010, the Board of Directors of Williams elected Alan S. Armstrong to replace Mr. Malcolm as President and Chief Executive Officer of Williams and the Board of Directors of the Williams Partners General Partner elected Mr. Armstrong to replace Mr. Malcolm as Chairman of the Board and Chief Executive Officer of the Williams Partners General Partner, in each case effective January 3, 2011. Also on October 12, 2010, the Board of Directors of Williams appointed Frank MacInnis to be the non-executive Chairman of the Board of Williams, effective upon the retirement of Mr. Malcolm. Mr. MacInnis has been a director of Williams since 1998 and is Chairman of the Nominating and Governance Committee and a member of the Compensation Committee of the Williams Board.
          Mr. Armstrong, age 48, has served as Senior Vice President, Midstream of Williams since February 2002. From 1999 to February 2002, Mr. Armstrong was Vice President, Gathering and Processing for Midstream. From 1998 to 1999 he was Vice President, Commercial Development for Midstream. Mr. Armstrong has also served as Senior Vice President, Midstream, of the Williams Partners General Partner since February 2010, and as a director of the Williams Partners General Partner since February 2005.
Item 7.01. Regulation FD Disclosure.
          On October 12, 2010, Williams and Williams Partners issued a press regarding the matters set forth above. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
          The information in this Item 7.01, including Exhibit 99.1, 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 of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit No.   Description
99.1
  Press Release, dated October 12, 2010.

 


 

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.
 
 
  /s/ La Fleur C. Browne    
  Name:   La Fleur C. Browne   
  Title:   Corporate Secretary   
 
DATED: October 13, 2010
     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.
         
  WILLIAMS PARTNERS L.P.
 
 
  By:   Williams Partners GP LLC,    
    its General Partner   
         
  /s/ La Fleur C. Browne    
  Name:   La Fleur C. Browne   
  Title:   Corporate Secretary   
 
DATED: October 13, 2010

 


 

EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release, dated October 12, 2010.

 

EX-99.1 2 c60716exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Williams and Williams Partners Announce Leadership Succession Plan
-Chairman, CEO Steve Malcolm to Retire at Year-End 2010
-Boards Name Williams Executive Alan Armstrong as CEO
-Williams Board Names Frank MacInnis as Non-Executive Chairman
TULSA, Okla., Oct. 12 /PRNewswire-FirstCall/ — Williams (NYSE: WMB) and Williams Partners L.P. (NYSE: WPZ) today announced that Steve Malcolm will retire at the end of this year. Malcolm, age 62, has served as chairman and chief executive officer of Williams since 2002. He also has served in those roles at Williams Partners GP LLC, a wholly owned subsidiary of Williams and the general partner of Williams Partners, since its formation in 2005.
Williams’ board of directors has elected Alan Armstrong, age 48, to succeed Malcolm as Williams’ chief executive officer, effective Jan. 3, 2011. Armstrong has served as a senior vice president of Williams and president of its midstream business since 2002. He joined Williams in 1986.
Armstrong also will succeed Malcolm as chairman and chief executive officer of Williams Partners GP LLC. Armstrong has served this entity as a director and led its midstream operations since its inception in 2005.
Williams’ board of directors has appointed Frank MacInnis, age 63, to succeed Malcolm as chairman of Williams. MacInnis has served as a director of the company since 1998. He chairs the board’s nominating and governance committee and serves as a member of its compensation committee.
Malcolm’s retirement will bring to a close a career at Williams that began in 1984, when he joined the company as a director of business development. The Williams board named him the company’s chairman in May 2002. He became chief executive officer in January 2002. He was named president and chief operating officer of the company in September 2001.
“I look forward to continuing to work closely with Alan, Frank and both boards of directors to ensure a smooth, effective transition,” Malcolm said.
“It has been my privilege to serve with so many talented people in staff, management and board roles over the course of my career at Williams. Together, we have accomplished a great deal and have created opportunities for even greater achievements in the future,” he said. “They provide a continued source of inspiration to me and others and fill me with confidence that the future for Williams and Williams Partners will be bright.”
The lead director of Williams’ board, W.R. Howell, said, “These moves ensure that both Williams and Williams Partners will continue to have strong management and board leadership following Steve’s retirement.
“Steve’s service on behalf of investors, customers, fellow employees and the communities where Williams operates has been outstanding,” Howell said. “He assumed the top leadership role at Williams in the midst of an extraordinarily challenging period in this 102-year-old company’s history. With courage, resolve and an unwavering focus on opportunities for sustained growth, Steve built a strong management team and led Williams’ financial turnaround and strategic refocusing. Under his leadership, Williams honed its focus on natural gas businesses and earned a track record of both growth and a level of financial discipline that allowed the company to recapture and sustain its investment-grade status.
“Importantly, Steve also led the creation and recent significant growth of Williams Partners,” Howell said. “Today, it is one of the largest master limited partnerships. It serves as a vehicle for greater growth and value-creation – both for Williams Partners and for Williams, which owns approximately a 77% interest in the partnership.
“Alan is ideally suited to succeed Steve as CEO and lead Williams’ and Williams Partners’ continued growth and value-creation,” Howell said. “He is a proven leader at Williams and in the natural gas industry. Alan has played a

 


 

key role in Williams’ transformation over the past eight years and has been instrumental in the formation and growth of Williams Partners.”
Armstrong’s current role encompasses responsibility for Williams’ midstream businesses in the United States and Canada. He joined Williams in 1986, following his graduation with a degree in civil engineering from the University of Oklahoma. Armstrong has served in various technical, operating and commercial roles during his tenure at Williams. He also has served in leadership positions in several industry associations, including his current role as president of the Gas Processor’s Association and on the board of the Natural Gas Supply Association. He also serves as chairman for the board of visitors of the College of Engineering at the University of Oklahoma.
“Having worked closely with Steve as a member of the Williams management team for the last 15 years, I have a deep appreciation for his intense focus, discipline and resulting achievements,” Armstrong said. “His compassion and commitment to making Williams a great place for people to grow through challenging, fulfilling careers in a workplace that lives up to its core values and beliefs every day is a tradition that I look forward to continuing.
“I am honored to take on this opportunity to lead Williams and Williams Partners. The robust opportunities for our businesses to create value for investors, customers and employees, while enhancing the communities where we operate, are truly exciting,” Armstrong said.
MacInnis will be the first non-executive to serve as chairman of Williams’ board of directors.
“Williams will be well-served by Frank MacInnis’ leadership,” Howell said. “The board is committed to the principles of strong corporate governance. Moving Frank into this new role on Williams’ board is one way we are demonstrating that commitment. More importantly, moving Frank into the board chairman role is designed to allow Williams to benefit more directly from his significant experience as a public-company CEO and board member.”
MacInnis has served more than 16 years as chief executive officer of EMCOR Group Inc. (NYSE: EME). EMCOR announced in May 2010 that MacInnis was retiring and will assume the role of non-executive chairman of the board in Jaunary 2011. EMCOR is a Fortune 500 leader in mechanical and electrical construction, energy infrastructure and facilities services; it is unaffiliated with Williams or Williams Partners.
About Williams (NYSE: WMB)
Williams is an integrated natural gas company focused on exploration and production, midstream gathering and processing, and interstate natural gas transportation primarily in the Rocky Mountains, Gulf Coast, Pacific Northwest, Eastern Seaboard and the Marcellus Shale in Pennsylvania. Most of the company’s interstate gas pipeline and midstream assets are held through its 77-percent ownership interest (including the general-partner interest) in Williams Partners L.P. (NYSE: WPZ), a leading diversified master limited partnership. More information is available at www.williams.com. Go to http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our e-mail list.
About Williams Partners L.P. (NYSE: WPZ)
Williams Partners L.P. is a leading diversified master limited partnership focused on natural gas transportation; gathering, treating, and processing; storage; natural gas liquid (NGL) fractionation; and oil transportation. The partnership owns interests in three major interstate natural gas pipelines that, combined, deliver 12 percent of the natural gas consumed in the United States. The partnership’s gathering and processing assets include large-scale operations in the U.S. Rocky Mountains and both onshore and offshore along the Gulf of Mexico. Williams (NYSE: WMB) owns approximately 77 percent of Williams Partners, including the general-partner interest. More information is available at www.williamslp.com. Go to http://www.b2i.us/irpass.asp?BzID=1296&to=ea&s=0 or
http://www.b2i.us/irpass.asp?BzID=630&to=ea&s=0 to join our email list.
Portions of this document may constitute “forward-looking statements” as defined by federal law. Although the company and the partnership believe any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in the company’s and the partnership’s annual reports filed with the Securities and Exchange Commission.
     
MEDIA CONTACT:   INVESTOR CONTACT:
Jeff Pounds
  Sharna Reingold
(918) 573-3332
  (918) 573-2078
SOURCE Williams; Williams Partners L.P.

 

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