-----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, ReMxpTtvIjv5u5UgX7uWAbADb+FVIZPWQ21JCypnIXd/rR2/aSeY1wEog5Z8qZhs yJFqPEOvAugbfQeesYmj+w== 0000950134-03-010462.txt : 20030724 0000950134-03-010462.hdr.sgml : 20030724 20030724110820 ACCESSION NUMBER: 0000950134-03-010462 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030724 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-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-50304 FILM NUMBER: 03799818 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 8-A12G 1 d07635e8va12g.txt FORM 8-A 12(G) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- THE WILLIAMS COMPANIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 73-0569878 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) ONE WILLIAMS CENTER TULSA, OKLAHOMA 74172 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the securities pursuant to Section 12(b) of registration sercurities pursuant to the Exchange Act and is effective upon Section 12(g) of the Exchange Act and filing pursuant to General Instruction is effective pursuant to General A.(c), check the following box. [ ] Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: [333-85568] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered NONE NONE Securities to be registered pursuant to Section 12(g) of the Act: 5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2033 COMMON STOCK, $1.00 PAR VALUE PER SHARE ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Descriptions of the new 5.50% Junior Subordinated Convertible Debentures due 2033 and the new Common Stock, $1.00 par value per share of The Williams Companies, Inc. (the "Registrant") are set forth under the headings "Description of the Convertible Debentures" and "Description of Capital Stock," respectively, in the prospectus forming part of the Registrant's registration statement on Form S-3 (File No. 333-106504), as amended from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission on June 26, 2003 and amended by Amendment No. 1 to the Registration Statement on July 23, 2003, which information is incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits to this registration statement have been filed as exhibits to the Registration Statement and are hereby incorporated herein by reference. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1.1 Purchase Agreement, dated May 20, 2003 between the Registrant and the Initial Purchaser named therein.* 4.1 Indenture, dated May 28, 2003, between the Registrant and JPMorgan Chase Bank, as trustee.* 4.2 Registration Rights Agreement, dated May 28, 2003, between the Registrant and the Initial Purchaser named therein.* 4.3 Form of Convertible Debenture (contained in Exhibit 4.1)* 5.1 Opinion of White & Case LLP as to the legality of the convertible debentures and the common stock issuable upon conversion of the convertible debentures (contained in Exhibit 8.1).* 8.1 Opinion of White & Case LLP as to certain tax matters.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of White & Case LLP (contained in Exhibit 8.1).* 24.1 Power of Attorney.* 25.1 Statement of Eligibility of JPMorgan Chase Bank, as trustee, on Form T-1 with respect to the issuance of the Convertible Debentures due June 1, 2033 by the Registrant pursuant to the Indenture between the Registrant and JPMorgan Chase Bank, as trustee.* - ---------- * Previously filed as an exhibit to the Registration Statement. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. THE WILLIAMS COMPANIES, INC. Date: July 24, 2003 By: /s/ TONY GEHRES ---------------------------- Name: Tony Gehres Title: Associate General Counsel INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 1.1 Purchase Agreement, dated May 20, 2003 between the Registrant and the Initial Purchaser named therein.* 4.1 Indenture, dated May 28, 2003, between the Registrant and JPMorgan Chase Bank, as trustee.* 4.2 Registration Rights Agreement, dated May 28, 2003, between the Registrant and the Initial Purchaser named therein.* 4.3 Form of Convertible Debenture (contained in Exhibit 4.1)* 5.1 Opinion of White & Case LLP as to the legality of the convertible debentures and the common stock issuable upon conversion of the convertible debentures (contained in Exhibit 8.1).* 8.1 Opinion of White & Case LLP as to certain tax matters.* 23.1 Consent of Ernst & Young LLP.* 23.2 Consent of White & Case LLP (contained in Exhibit 8.1).* 24.1 Power of Attorney.* 25.1 Statement of Eligibility of JPMorgan Chase Bank, as trustee, on Form T-1 with respect to the issuance of the Convertible Debentures due June 1, 2033 by the Registrant pursuant to the Indenture between the Registrant and JPMorgan Chase Bank, as trustee.*
- ---------- * Previously filed as an exhibit to the Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----