-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oC+jtEIhXD4dkxSFuW5id5k0xucyEP1k3vneSKQYy6MLABkCYTjlWEnQYij+tUeu sQXn8c9Qhf9/VaKlp4AFSw== 0000950130-94-001742.txt : 19941219 0000950130-94-001742.hdr.sgml : 19941219 ACCESSION NUMBER: 0000950130-94-001742 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941216 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCO ENERGY CO CENTRAL INDEX KEY: 0000099231 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 741758039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19963 FILM NUMBER: 94565191 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: P O BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77051 BUSINESS PHONE: 7134392000 MAIL ADDRESS: STREET 1: 2800 POST OAK BLVD STREET 2: P O BOX 1396 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCO COMPANIES INC DATE OF NAME CHANGE: 19820818 FILED BY: 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: SC 13D BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185882000 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 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Transco Energy Company ------------------------------- (Name of Issuer) Common Stock, par value $.50 per share -------------------------------------- (Title of Class of Securities) 89353210 -------- (CUSIP Number) J. Furman Lewis, Esq. Randall H. Doud. Esq. Senior Vice President with a Skadden, Arps, Slate, and General Counsel copy to: Meagher & Flom The Williams Companies, Inc. 919 Third Avenue One Williams Center New York, NY 10022 Tulsa, Oklahoma 74172 (212) 735-3000 (918) 588-2000 _______________________________________________________ Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 12, 1994 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d- 1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this Statement: [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with Commission. Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 5 SCHEDULE 13D CUSIP No. 89353210 --------
(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The Williams Companies, Inc. I.R.S. Identification No. 73-0569878 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS BK, WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (7) SOLE VOTING POWER 7,500,000 NUMBER OF SHARES BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH REPORTING 0 PERSON WITH (9) SOLE DISPOSITIVE POWER 7,500,000 (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ACCORDING TO THE ISSUER, THERE WERE AS OF DECEMBER 9, 1994, 40,927,847 SHARES OF THE ISSUER COMMON STOCK ISSUED AND OUTSTANDING. UPON EXERCISE BY PARENT OF ITS OPTION UNDER THE STOCK OPTION AGREEMENT DATED AS OF DECEMBER 12, 1994, THE ISSUER WILL HAVE TO ISSUE TO PARENT 7,500,000 SHARES OF COMMON STOCK REPRESENTING 15.5% OF THE TOTAL ISSUED AND OUTSTANDING SHARES OF THE ISSUER COMMON STOCK AT SUCH TIME (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE OPTION UNDER THE STOCK OPTION AGREEMENT). (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 15.5% (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE OPTION UNDER THE STOCK OPTION AGREEMENT)
Page 2 of 5 (14) TYPE OF REPORTING PERSON CO (BASED ON SHARES REPORTED TO BE OUTSTANDING AND ASSUMING EXERCISE IN FULL OF THE OPTION UNDER THE STOCK OPTION AGREEMENT)
Item 1. Security and Issuer. ------------------- The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $0.50 per share (the "Common Stock"), of Transco Energy Company, a Delaware corporation (the "Issuer" or the "Company"), together with the attached common share purchase rights, with its principal executive offices located at 2800 Post Oak Blvd., Houston, Texas 77056. Item 2. Identity and Background. ----------------------- (a) This Statement is being filed by The Williams Companies, Inc., a Delaware corporation ("Purchaser"). (b) - (c) Purchaser is engaged principally in the transportation and sale of natural gas and related activities, natural gas gathering and processing operations and the transportation of petroleum products. The principal business and principal executive offices of Purchaser are located at One Williams Center, Tulsa, Oklahoma 74172. (c) The name, business address, present principal occupation and citizenship of each executive officer and director of Purchaser are set forth in Schedule I of Exhibit 1 hereto, which is incorporated herein by reference. (d) - (e) During the last five years, neither Purchaser nor, to the best knowledge of Purchaser, any person named in Appendix A attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenship of each of the executive officers and directors of Purchaser is set forth in Schedule I of Exhibit I hereto, which is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- No funds were used in connection with entering into the Stock Option Agreement (as defined in Item 4). In the event that the option provided for therein is exercised, Purchaser will file an amendment hereto as to the source of the funds necessary to exercise such option. Item 4. Purpose of Transaction. ---------------------- (a) - (g) Purchaser, WC Acquisition Corp., a Delaware corporation and a wholly- owned subsidiary of Purchaser, and the Issuer entered into an Agreement and Plan of Merger, dated as of December 12, 1994 (the "Merger Agreement"), pursuant to which WC Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Sub"), will merge with and into the Issuer (the "Merger"), with the Issuer surviving as a subsidiary of Purchaser (the "Surviving Corporation"). As a condition of entering into the Merger Agreement, Purchaser and the Issuer executed a Stock Option Agreement, dated as of December 12, 1994 (the "Stock Option Agreement"). Under the Stock Option Agreement, the Issuer granted to Purchaser an irrevocable option to purchase up to 7,500,000 shares of Common Stock (the "Option Shares") at a price of $17.50 per share, which option may be exercised by Purchaser in whole or in part, at any time or from time to time, provided that a Triggering Event (as defined in the Stock Option Agreement) occurs. The information set forth in the Introduction and Sections 10 ("Background of the Offer; Contacts with the Company; the Merger Agreement and the Stock Option Agreement; Other Matters") and 11 ("Purpose of the Offer; Plans for the Company after the Offer and the Merger") of the Offer to Purchase annexed hereto as Exhibit 1 is incorporated herein by reference. Page 3 of 5 (h) - (i) The information set forth in Section 13 ("Effect of the Offer on the Market for the Shares; Exchange Listing and Exchange Act Registration") of the Offer to Purchase is incorporated herein by reference. (j) Not applicable. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) - (b) The Issuer has represented to Purchaser in the Merger Agreement that 40,927,847 shares of Common Stock were issued and outstanding as of December 9, 1994. As described in Item 4 of this Statement, under the Stock Option Agreement, Purchaser may be deemed to be the beneficial owner of the 7,500,000 Option Shares, which represent approximately 15.5% of the outstanding shares of Common Stock after giving effect to the exercise of such option. In addition, if Purchaser were to exercise the option pursuant to the Stock Option Agreement, Purchaser would have sole power to vote or direct the vote of the Option Shares and would have the sole power to dispose or direct the disposition of the Option Shares. The information set forth in the Introduction, Sections 8 ("Certain Information Concerning the Purchaser and Sub") and 10 ("Background of the Offer; Contacts with the Company; the Merger Agreement and the Stock Option Agreement; Other Matters") of the Offer to Purchase is incorporated herein by reference. Mr. Brian O'Neill, President of Williams Natural Gas Company and Northwest Pipeline Corporation, beneficially owns 4,342 Shares, all of which Mr. O'Neill acquired more than 60 days prior to the date of this Statement and as to which he has sole dispositive and voting power. (c) Except as described herein, neither Purchaser nor any other person referred to in Schedule I of Exhibit 1 attached hereto has effected any transactions in the Common Stock during the past sixty days. (d) To the best knowledge of Purchaser, after giving effect to an exercise of the Stock Option Agreement, Purchaser would have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Option Shares held by it. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. - ----------------------------- The information set forth in the Introduction and Sections 8 ("Certain Information Concerning the Purchaser and Sub"), 10 ("Background of the Offer; Contacts with the Company; the Merger Agreement and the Stock Option Agreement") and 11 ("Purpose of the Offer; Plans for the Company after the Offer and the Merger") of the Offer to Purchase is incorporated herein by reference. Item 7. Material to Be Filed as Exhibits. -------------------------------- Exhibit 1 Offer to Purchase, dated December 16, 1994 (incorporated herein by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule 14D-1 with respect to the Shares filed by the Purchaser on December 16, 1994 (the "Schedule 14D-1")). Exhibit 2 Agreement and Plan of Merger, dated as of December 12, 1994, by and among Purchaser, Sub and Issuer (incorporated herein by reference to Exhibit (c)(1) to the Schedule 14D-1). Exhibit 3 Stock Option Agreement, dated as of December 12, 1994, by and among Purchaser and Issuer (incorporated herein by reference to Exhibit (c)(2) to the Schedule 14D-1). Page 4 of 5 SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 16, 1994 THE WILLIAMS COMPANIES, INC. By: /s/ J. Furman Lewis ---------------------- Name: J. Furman Lewis Title: Senior Vice President and General Counsel Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----