-----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, ReEGeT8vrnPw6KNe5wHtW0FB14JRuwwo/NBYNtoGmT2jNtyTPBC3tZVClmXN4cfw +P6biTBXGNCc4j2SLLO/RA== 0000898822-95-000008.txt : 19950203 0000898822-95-000008.hdr.sgml : 19950203 ACCESSION NUMBER: 0000898822-95-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950118 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950201 SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07513 FILM NUMBER: 95504561 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 18, 1995 Date of Report (Date of earliest event reported) TRANSCO ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 1-7513 74-1758039 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2800 Post Oak Blvd., Houston, Texas 77056 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (713) 439-2000 Item 1. Changes in Control of Registrant On December 12, 1994, Transco Energy Company, a Dela- ware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Williams Com- panies, Inc., a Delaware corporation ("Williams"), and WC Ac- quisition Corp., a Delaware corporation and a wholly-owned subsidiary of Williams ("Sub"), pursuant to which Williams agreed to commence a cash tender offer (the "Offer") to acquire up to 24,600,000 shares of Common Stock, par value $0.50 per share, of the Company ("Company Common Stock"), together with attached common stock purchase rights, or approximately 60 percent of the outstanding shares of Company Common Stock, at a price of $17.50 per share, net to the seller in cash. On De- cember 16, 1994, Williams commenced the Offer. The Offer ex- pired at midnight on January 17, 1995, with approximately 86.7% of the outstanding shares of Company Common Stock having been tendered pursuant to the Offer and not withdrawn. On January 18, 1995, all conditions to the Offer having been deemed sat- isfied, Williams accepted for payment 24,600,000 shares of Company Common Stock validly tendered and not withdrawn pur- suant to the Offer. As required by the Merger Agreement, shortly before Williams' acceptance for payment of the Company Common Stock pursuant to the Offer, the Company redeemed the common stock purchase rights for $0.05 per right. Pursuant to the terms of the Merger Agreement and the Offer, all rights to the proceeds of such redemption, with respect to the Company Common Stock accepted for payment pursuant to the Offer, were assigned to Williams. A portion of the net cash proceeds of the sale by Williams of the network services portion of its telecommunications business to LDDS Communications, Inc. con- summated on January 5, 1995 was used to acquire all of the shares of Company Common Stock purchased pursuant to the Offer. In addition, on January 25, 1995, as contemplated by the Merger Agreement, Keith E. Bailey, the Chairman, Chief Execu- tive Officer and President of Williams, and John C. Bumgarner, Jr., the Senior Vice President for Corporate Development and Planning of Williams, were elected to the Company's Board of Directors. A copy of the Press Release, dated January 18, 1995, is- sued by Williams relating to the consummation of the Offer is attached as Exhibit 99 hereto, and is incorporated herein by reference. -2- Item 7. Financial Statements and Exhibits 2. Agreement and Plan of Merger, dated as of De- cember 12, 1994, by and among Transco Energy Company, The Williams Companies, Inc., and WC Acquisition Corp., attached as Exhibit 2 to the Schedule 14D-9 filed by the Company on December 16, 1994, and incorporated herein by reference. 99. Press Release, dated January 18, 1995. -3- SIGNATURES Pursuant to the requirements of the Securities Ex- change Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANSCO ENERGY COMPANY By: /s/ David E. Varner Name: David E. Varner Title: Senior Vice President and General Counsel Date: February 1, 1995 -4- EXHIBIT INDEX Exhibit Sequential No. Description Page Number 2. Agreement and Plan of Merger, dated as of December 12, 1994, by and among Transco Energy Company, The Williams Companies, Inc., and WC Acquisition Corp., attached as Exhibit 2 to the Schedule 14D-9 filed by the Company on December 16, 1994, and incorporated herein by reference...................... 99. Press Release, dated January 18, 1995.... -5- EX-99 2 [THE WILLIAMS COMPANIES, INC. LETTERHEAD] For release: Jan. 18, 1995 For more Information contact: Jim Gipson (918) 588-2111 (Media) Linda Lawson (918) 588-2087 (Investors) Williams announces completion of the tender offer for Transco Energy TULSA -- The Companies, Inc. announced today that based on a preliminary count, 35.5 million shares, or approx- imately 86.7 percent, of Transco Energy Company's common stock were tendered to Williams for purchase. Williams has accepted 24.6 million shares for payment. "We are excited to have passed this significant milestone," said Keith E. Bailey, chairman, president and chief executive officer of Williams. "We are convinced the magnitude of opportunity available to the combined companies is even greater than we believed when we began this process, and we will turn our attention to a timely completion of the merger." Williams' tender offer, which began December 16 and expired at midnight Tuesday, was to acquire up to 24.6 million shares of Transco common stock for $17.50 per share. A final proration factor will not be determined for about one week. Based on a preliminary count, Williams expects to purchase approximately 69.296 percent of the number of shares accom- panying each valid tender. The final proration factor will be announced by Williams when it is determined, and the tendered shares will be purchased at that time. Williams has been advised by Transco that, as con- templated by their merger agreement, Transco has redeemed the common stock purchase rights for 5 cents per right. Also as contemplated by the merger agreement, the redemption amount related to Transco shares purchased in the tender offer will be retained by Williams, and the redemption amount with respect to the remaining shares will be paid to the holders of record on the close of business Tuesday, Jan. 17. The tender offer will be followed by a stock merger in which shares of Transco common stock not purchased will be exchanged for 0.625 shares of Williams common stock. Transco will schedule a stockholders' meeting in late March or early April to put the merger to a vote. Because it owns the majority of Transco shares, Williams will control the outcome of the vote. A few days after the stockholders' meeting, a merger certificate will be filed, officially making Transco a wholly owned subsidiary of Williams. Williams, listed on the NYSE under the symbol WMB, owns and operates three interstate pipeline systems, major natural gas gathering and processing facilities, a telecom- munications company that specializes in serving businesses and -2- broadcasters, and other companies that provide a variety of services to the energy industry. -3- -----END PRIVACY-ENHANCED MESSAGE-----